SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        For Quarter Ended                           Commission File Number
        -----------------                           ----------------------
         June 30, 2005

                            Total Luxury Group, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Indiana                                          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)

Registrant's telephone number, including area code         (212) 682-7888
                                                   -----------------------------

--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 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 |_|

Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date. 7,603,826 shares as of October 27,
2005.

Transitional Small Business Disclosure Format

                                      Yes |_|   No |X|


<PAGE>


                          PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


                                       2
<PAGE>


                            TOTAL LUXURY GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                       DECEMBER 31, 2004 and JUNE 30, 2005


                                                       June 30,   December 31,
                                                         2005        2004
Assets                                               (unaudited)
                                                    ------------  ------------

Current
  Cash                                              $         --  $         --
  Accounts receivable                                         --            --
                                                    ------------  ------------
                                                              --            --
                                                    ------------  ------------

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

Less accumulated depreciation                           (354,553)     (352,415)
                                                    ------------  ------------
                                                           9,036       11,174
                                                    ------------  ------------
                                                    $      9,036  $    11,174
                                                    ============  ============
Liabilities

Current
  Accounts payable and accrued liabilities          $     46,000  $    46,000
  Deferred compensation                                1,325,450    1,325,450
  Due to directors and stockholders                      643,664      643,664
                                                    ------------  ------------
                                                    $  2,015,114    2,015,114
                                                    ------------  ------------
Shareholders' Equity

Stockholders' equity (deficiency):
  Common stock, $.001 par value; authorized,
  200,000,000 shares; issued and outstanding,
  58,388,443 shares at December 31, 2004 and 2003         58,388       58,388
  Additional paid-in capital                           2,684,695    2,684,695
  Accumulated deficit                                 (4,749,161)   (4,047,023)
                                                    ------------  ------------
                                                      (2,006,078)   (2,003,940)
                                                    ------------  ------------
                                                    $      9,036  $    11,174
                                                    ============  ============


<PAGE>


                            TOTAL LUXURY GROUP, INC.
                             STATEMENT OF OPERATIONS
                FOR THE PERIODS ENDED June, 2005 AND JUNE 30,2004

                                                  June 30, 2005    June 30, 2004
                                                   (unaudited)     (unaudited)
                                                  --------------  --------------
Revenues:
  Gaming revenues (Note 3 (a) (i))                            --   $          --
  Less: Charge backs                                          --              --
  Complimentary and bonus                                     --              --

  Gaming revenues, net                                        --              --
  Royalty fees (Note 3 (a))                                   --              --
                                                  --------------  --------------
                                                              --              --
                                                  --------------  --------------
Expenses:
  Cost of operations                                          --              --
  Selling, general and administrative                         --              --
  Depreciation and amortization                            2,138              --
                                                  --------------  --------------
                                                           2,138              --
                                                  --------------  --------------
Loss from operations                                      (2,138)             --
                                                  --------------  --------------

Income (loss) before provision for income taxes           (2,138)             --
                                                  --------------  --------------
  Provision for income taxes                                  --              --

NET INCOME (LOSS)                                 $       (2,138)             --
                                                  ==============  ==============

Basic and diluted income (loss) per common share  $           --   $          --
                                                  ==============  ==============


                                       2
<PAGE>


                            TOTAL LUXURY GROUP, INC.
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
            FOR THE PERIODS ENDED DECEMBER 31, 2004 AND JUNE 30,2005

                                  Common Stock
                                $0.001 par value
<TABLE>
<CAPTION>
                                                                    Additional                            Total
                                                                     Paid in         Accumulated      Stockholders'
                                 Shares             Amount           Capital           Deficit            Equity
----------------            ----------------   ----------------  ----------------  ----------------  ----------------
<S>                                <C>               <C>              <C>             <C>                 <C>
Balance, December 31,              57,388,443           $57,388        $2,460,695      $(3,298,293)        $(780,210)
1999
Net income for the year                    --                --                --            26,264            26,264
ended December 31, 2000
Capital stock issued to                    --         1,000,000             1,000           224,000           225,000
Northstar Advertising
Inc.
                             ----------------  ----------------  ----------------  ----------------  ----------------
Balance December 31, 2000          58,388,443            58,388         2,684,695       (3,272,029)         (528,946)
Net loss for the year                      --                --                --       (1,101,348)       (1,101,348)
ended December 31, 2001
                             ----------------  ----------------  ----------------  ----------------  ----------------
Balance December 31, 2001          58,388,443           $58,388        $2,684,695      $(4,373,377)      $(1,630,294)

Net loss for the year                      --                --                --         (141,503)         (141,503)
ended December 31, 2002
Capital stock issued in             4,520,000                --                --                --                --
exchange for Rock Candy
assets (Note 3(a) (ii))
                             ----------------  ----------------  ----------------  ----------------  ----------------
Balance December 31, 2002          62,908,443           $58,388        $2,684,695      $(4,514,880)      $(1,771,797)

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


                                       3
<PAGE>


                            TOTAL LUXURY GROUP, INC.
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
            FOR THE PERIODS ENDED DECEMBER 31, 2004 AND JUNE 30,2005

                                  Common Stock
                                $0.001 par value
<TABLE>
<CAPTION>
                                                                     Additional                            Total
                                                                      Paid in         Accumulated      Stockholders'
                                 Shares             Amount            Capital           Deficit            Equity
----------------            ----------------   ----------------  ----------------  ----------------  ----------------
<S>                                <C>               <C>              <C>             <C>                 <C>

Balance December 31, 2003           7,603,826           $58,388        $2,684,695      $(4,730,748)      $(1,987,665)

Net loss for the year                      --                --                --         $(16,275)         $(16,275)
Ended December 31,2004
                             ----------------  ----------------  ----------------  ----------------  ----------------
Balance December 31,2004            7,603,826           $58,388        $2,684,695      $(4,747,023)      $(2,003,940)

Net loss for the period                    --                --                --          $(2,138)          $(2,138)
Ended June 30, 2005
                             ----------------  ----------------  ----------------  ----------------  ----------------
Balance June 30,2005                7,603,826           $58,388        $2,684,695      $(4,749,161)      $(2,006,078)
                             ================  ================  ================  ================  ================
</TABLE>


                                       4
<PAGE>


                            TOTAL LUXURY GROUP, INC.
                             STATEMENT OF CASH FLOWS
            FOR THE PERIODS ENDED DECEMBER 31, 2004 AND JUNE 30,2005

                                                           2005          2004
                                                        ----------    ---------
Operating:

Net income (loss)                                          $(2,138)        $ --
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
  Depreciation and amortization                              2,138           --
  Deferred compensation                                         --           --
  Increase (decrease) in cash from changes in
  operating assets and liabilities:
  Accounts receivable                                           --           --
  Accounts payable and accrued liabilities                      --           --
                                                        ----------    ---------
                                                                --           --
Net cash provided by (used in) investing activities             --           --
                                                        ----------    ---------
Financing:

Advances from directors and stockholders                        --           --
                                                        ----------    ---------
                                                                --           --
                                                        ----------    ---------
Net (Decrease) Increase in cash                                 --           --

Cash at beginning of period                                     --           --
                                                        ----------    ---------

Cash at end of period                                          $--          $--
                                                        ==========    =========


                                       5
<PAGE>


                            TOTAL LUXURY GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

1. 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 ,2004 the 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.

                  BUSINESS, DESCRIPTION AND HISTORY OF COMPANY

2. CORPORATE STRUCTURE BUSINESS, DESCRIPTION AND HISTORY OF COMPANY

Total Luxury Group, Inc., formerly known as Total Entertainment Inc. (the
Company), incorporated in the State of Indiana, had three wholly-owned
subsidiaries, Intercapital Global Fund Ltd. (Intercapital Global), an Antiguan
company, Intercapital Canada Ltd. (Intercapital Canada), incorporated in the
Province of Quebec, and Total Entertainment (Delaware) Inc. an inactive Delaware
company. Intercapital Global, the operating company, owned a gaming license
issued by the Government of Honduras and the Dominican Republic, and several
Internet Web sites. The Company used state-of-the-art casino gaming and sports
book software under an informal license arrangement with Montana S.A. (Montana),
a leading casino software development company. In the fourth quarter of 2000 the
Company used this software on a no-cost trial basis. In 2001 the Company began
making volume-based monthly royalty payments to Montana pursuant to an informal
license arrangement. The Company also licensed software for the gaming and
sports book operations from Online Gaming Systems (formerly known as Atlantic
Entertainment International Inc. (OGS), an independent software developer, and
other vendors.

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.

3. BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has incurred a loss from operations
since inception. At June 30, 2005 and December 31,2004, the Company has a
working capital deficiency of approximately $2,015,114 and $2,005,114,
respectively, and a stockholders' deficiency of approximately $2,006,078 and
$2,003,940 respectively.


                                       6
<PAGE>


In view of the matters described in the previous paragraph, recover ability 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 recoverability and
classification of recorded asset amounts or amounts of liabilities that might be
necessary should the Company be unable to continue in existence.

3(a)(i) In August 2002 the company concluded an agreement whereby it sold its
interest in Online Sports Book.com ("Online") including the equipment the domain
name and any goodwill associated with the business. The purchase price was
satisfied by the purchaser assuming all liabilities of the Online Sports
Book.com and a royalty agreement whereby Online shall pay to the seller 10% of
the gross profit for 12 months following the date of closing. To December 31,
2002 the company has earned $84,750 in royalties.

The company is no longer engaged in interest gaming activities.

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

(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.

4. ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying consolidated financial statements follows:

(a) PRINCIPLES OF CONSOLIDATION

These consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany accounts and transactions have
been eliminated.

(b) FIXED ASSETS

Computers and furniture and fixtures are stated at cost and are depreciated over
their estimated useful lives of three to five years.

(c) FOREIGN CURRENCY TRANSLATION

The assets and liabilities of the Company's foreign operations are translated at
the exchange rates prevailing at year-end and income and expenses are translated
at the average exchange rate for the year. Balance sheet gains and losses
arising from translation are immaterial. Translation gains or losses, for the
periods presented, have been included in the results of operations and are not
material.


                                       7
<PAGE>


(d) EARNINGS (LOSS) PER SHARE

Basic loss per share for the year ended June 30,2005 and December 31, 2004 is
computed by dividing the loss for the period by the weighted average number of
common shares outstanding during the period. Diluted loss per share is computed
by dividing the loss for the period by the weighted average number of common
shares adjusted for the dilutive effect of any potential common shares issuable
during the period. The denominator for the basic and diluted earnings per share
calculation for the year ended June 30, 2005 is 7,603,826. The denominator for
the basic and diluted earnings per share calculation for the year ended December
31, 2004 is 7,603,826.

(e) INCOME TAXES

Total Entertainment is responsible for filling a United States Federal income
tax return, while Intercapital 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.

Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 109 (SFAS No. 109), Accounting for Income Taxes, require the liability
approach to accounting for deferred income taxes for financial reporting
purposes. Under the provisions of SFAS No. 109, deferred tax assets and
liabilities are determined based on tax rates expected to be in effect when the
taxes are actually paid or refunds received.

(f) CONCENTRATION OF CREDIT OR MARKET RISK

Statement of Financial Accounting Standards No. 105 (SFAS No. 105) requires the
disclosure of significant concentration of credit or market risk, regardless of
the degree of such risk. Financial instruments, as defined by SFAS No. 105,
which potentially subject the Company and its subsidiaries to concentrations of
risk, consist principally of cash

(g) USE OF ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.


                                       8
<PAGE>


(h) VALUATION OF LONG-LIVED ASSETS

The company has adopted Statement of Financial Accounting No. 121 (SFAS No.
121), Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of. The statement requires that the Company recognize and
measure impairment losses of long-lived assets and certain identifiable
intangibles and value long-lived assets to be disposed of. The carrying values
of the long-lived assets are reviewed if the facts and circumstances suggest
that such assets may be permanently impaired. If the expected future
undiscounted cash flows derived from such assets are less than the carrying
value, such value would be reduced to its fair value.

(i) RESEARCH AND DEVELOPMENT EXPENSES

Costs associated with research and development, principally relating to website
development and e-commerce development are expensed as incurred. Such costs also
include expenditures for developing of certain software gaming products.

(j) ADVERTISING EXPENSES

Costs associated with advertising are expensed as incurred and amounted to $0.00
and $0.00 for the years ended December 31, 2004 and 2003. respectively.

(k) SEGMENT AND RELATED INFORMATION

The Company operated as one active segment, Internet-based gaming, and follows
the requirements of SFAS No. 131, Disclosures About Segments of an Enterprise
and Related Information.

(l) CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

(m) REVENUE RECOGNITION

Gaming revenues are recognized when the sporting event or game of chance has
been completed. Credit card deposits held by the Company for individual
customers are recorded as customer account deposits until earned by the Company
or returned to the customer. Gaming revenues are presented on a net basis (i.e.,
net of customer winnings) (Note 3 (a) (i)).

(n) FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash and cash equivalents are assumed to be at fair value
because of the liquidity of the instruments. Accounts and notes receivable and
accounts payable are assumed to be at fair value because of the short term
nature of the instruments.

(o) RECENT ACCOUNTING PRONOUNCEMENTS

In January 2000, the Emerging issues Task Force (EITF) reached a consensus on
Issue No. 99-17, Accounting for Barter Transactions, to be effective for
transactions entered into after January 20, 2000. The consensus states that
advertising barter transactions should be accounted for at fair value and that
the fair value recognized is disclosed in the financial statements, if there is
verifiable objective evidence provided by sufficient cash transactions received
by the seller of the advertising or similar advertising. The Company purchased
advertising from barter transactions in 2001. The Company records advertising
expense with a corresponding credit to customer account balance as advertising
is incurred.


                                       9
<PAGE>


On July 20, 2002, the Financial Accounting Standards Board (FASB) issued SFAS
141, Business Combinations, and SFAS 142, Goodwill and Intangible Assets (the
"Statements"). SFAS 141 is effective for all business combinations completed
after June 30, 2002. SFAS 142 is effective for fiscal years beginning after
December 15, 2002; however, certain provisions of this Statement apply to
goodwill and other intangible assets acquired between July 1, 2002 and the
effective date of SFAS 142. Major provisions of these Statements and their
effective dates for the Company are as follows:

      o     all business combinations initiated after June 30, 2002 must use the
            purchase method of accounting. The pooling of interest method of
            accounting is prohibited except for transactions initiated before
            July 1, 2002.

      o     intangible assets acquired in a business combination must be
            recorded separately from goodwill if they arise from contractual or
            other legal rights or are separable from the acquired entity and can
            be sold, transferred, licensed, rented or exchanged, either
            individually or as part of a related contract, asset or liability.

      o     Goodwill, as well as intangible assets with indefinite lives,
            acquired after June 30, 2002, will not be amortized. Effective
            January 1, 2002, all previously recognized goodwill and intangible
            assets with indefinite lives will no longer be subject to
            amortization.

      o     effective January 1, 2002 goodwill and intangible assets with
            indefinite lives will be tested for impairment annually and whenever
            there is an impairment indicator.

      o     all acquired goodwill must be assigned to reporting units for
            purposes of impairment testing and segment reporting.

Although it is still reviewing the provisions of these Statements, management's
preliminary assessment is that these Statements will not have a material impact
on the Company's financial position or results of operations.

In August 2002, the FASB issued statement of Financial Accounting Standards No.
144 ("SFAS No. 144") "Accounting for the Impairment of Disposal of Long-lived
Assets". This statement is effective for fiscal years beginning after December
15, 2002. This supersedes Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
Be Disposed of," while retaining many of the requirements of such statement.

(p) RECLASSIFICATIONS

(q) DEFERRED LICENSING FEES

Up front costs incurred to obtain software licenses are amortized over the term
of the license agreement. As of December 31, 2002 all deferred licensing fees
were written off due to uncertainty as to realization (through relicensing,
refund or other) of the asset.

5. 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.


                                       10
<PAGE>


(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 4,520,000 common
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 June 30,2005 and December 31, 2004. The following table summarizes
information about the shares outstanding and exercisable for options, including
the option held by Intercapital Asset Management Limited at June 30, 2005.

                                       Weighted-average
        Remaining           Number     contractual life           Number
  exercise prices      outstanding             in years      exercisable
  ---------------     ------------      ---------------     ------------
           $.1875       66,500,000                  5.1       66,500,000
              .15        2,750,000                 5.75        2,750,000
  ---------------     ------------      ---------------     ------------
                        69,250,000                            69,250,000
                      ============                          ============

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.


                                       11
<PAGE>


Rent expense for the years ended June 30, 2005 and December 31, 2004 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 period ended June 30 2005.

(b) CAPITAL LEASE OBLIGATION

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

LITIGATION

We are not a party to any pending legal proceedings, our property is not the
subject of a pending legal proceeding, and to the knowledge of our management,
no proceedings are presently contemplated against us by any federal, state or
local governmental agency. Further, to the knowledge of our management, no
director or executive officer is party to any action in which any has an
interest adverse to us.

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.

(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 June 30,2005 and December 31,2004 periods.
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).

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.


                                       12
<PAGE>


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.

8. INCOME TAXES

The Company could have net operation losses of approximately $2 million, which
could be used to offset future United States taxable income. However, net
operating losses and other deferred expenses generated in years for which no
income tax returns have been filed, or are not accepted by the Internal Revenue
Service, may not be available. Deferred tax assets arising from these net
operating loss carry forward, deferred compensation and certain accruals, if
any, are fully reserved due to the uncertainty of future utilization. The
Company did not have any significant taxable income in the United States or
Canada for the periods ended June 30,2005 and December 31, 2004. Changes in
ownership resulting from transactions among our stockholders and sales of common
stock by us, may limit annual realization of the tax net operating loss carry
forwards that could become available under Section 382 of the Internal Revenue
Code.


                                       13
<PAGE>


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 2005 the Company paid approximately $0.00 of taxes and $ 0.00 of
interest. During 2004 the Company paid approximately $0 of taxes and $0.00 of
interest.

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 Masselli 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.


                                       14
<PAGE>


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.


                                       15
<PAGE>


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 period ended June 30, 2005:

                           SUMMARY COMPENSATION TABLE

                                                                     Long-Term
                                                                    Compensation
                                                                     Securities
Name and                                             Other Annual    Underlying
Principal Position(s)      Year   Salary      Bonus  Compensation   Options/SARS
                                                                         (#)
Sandy J. Masselli, Jr.     2004  100,000 (2)      0             0             0
Chairman of the Board and  2005  100,000 (2)      0             0             0
Chief Executive Officer

(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.


                                       16
<PAGE>


EMPLOYMENT AGREEMENTS

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

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.

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.


                                       17
<PAGE>


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.

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 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.


                                       18
<PAGE>


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.

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 June 30, 2005 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.


                                       19
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

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

      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 June 30, 2005. The
Company was given 30 days to remedy the breach (June 16, 2005) and filed the
10-QSB on May 20, 2005. On May 20, 2005, the Company was delisted without
receiving notice.

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

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


                                       3
<PAGE>


      Business-Historical

      Total Luxury Group, Inc., formerly known as Total Entertainment, Inc.,
formerly known as Kit Farms, Inc. (the "Company"), was incorporated in the State
of Indiana on April 22, 1993. At one time, the Company had three wholly-owned
subsidiaries: Intercapital Global Fund Ltd., an Antiguan company ("Intercapital
Global"), Intercapital Canada Ltd., which was incorporated in the province of
Quebec, Canada ("Intercapital Canada"), and Total Entertainment, an inactive
Delaware corporation ("Total Entertainment"). The Company no longer has any
subsidiaries.

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

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

      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.


                                       4
<PAGE>


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

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

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

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

      Since August 22, 2002, the Company has had no business activities other
than administrative costs necessary for researching an acquisition candidate and
for remaining a publicly reporting entity. At June 30, 2005, the Company had no
significant revenues and no customers. There are no government contracts and the
competitive conditions do not apply as the Company is no longer conducting
business. The Company has discontinued its development efforts. The operations
of the Company are no longer believed to be, in any significant material way,
subject to local, state and federal laws and in regulations governing
environmental quality and pollution controls. The Company is unable to assess or
predict at this time what affects additional regulation or legislation could
have on its activities. As of June 30, 2005, the Company had 3 employees.

Results of Operations

      The Six Months Ended June 30, 2005 vs. The Six Months Ended June 30, 2004

      During the six month period ended June 30, 2005, and June 30, 2004, the
Company had no revenues. The Company incurred administrative expenses of $0 in
the period in 2005 as compared to $0 for the same six month period in 2004. Net
loss of the six month period ended June 30, 2005 was ($0), ($0) per share, while
during the same period in 2004 it was ($0), ($0) per share. The Company expects
the trend of losses to conintue into the foreseeable future and at the same or
greater rate until such time as the Company recommence operations.


                                       5
<PAGE>


Liquidity and Capital Resources; Plan of Operations

ITEM 3. 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 first 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 June 30, 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 June 30, 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.


                                       6
<PAGE>


                           PART II--OTHER INFORMATION


Item 1. Legal Proceedings. None.

Item 2. Changes in Securities. None.

Item 3. Defaults Upon Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders. None

Item 5. Other Information. None

Item 6. Exhibits and Reports on Form 8-K

      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


                                       7
<PAGE>


                                   SIGNATURES

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


                                        TOTAL LUXURY GROUP, INC.

                                        /S/ Sandy J. Masselli, Jr.
                                        ----------------------------------------
Date:  October 27, 2005                 Sandy J. Masselli, Jr.,
                                        Chief Executive Officer,
                                        Chairman of the Board of Directors,
                                        and Director