SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-QSB
                                   (Mark One)

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

                 For the quarterly period ended June 30, 2005.

                                       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)

<PAGE>


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.  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 June  30,2005 was  $2,661,339.  As of June 30,  2005,  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.  INDEX TO FINANCIAL
STATEMENTS

Financial Statements:

Balance Sheets as of June 30, 2005  and December 31,2004                     F-3

Statements of Operations for the Period ended June 30, 2005 and 2004         F-4

Statement of Changes in Shareholders' Equity for the period ended
June 30, 2005                                                                F-5

Statement of Cash Flows for the Year ended June 30, 2005 and 2004            F-6

Notes to Financial Statements                                                F-7

[GRAPHIC OMITTED]

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

                                                 June 30,2005   December 31,2004
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)    (4,730,748)
                                                     -----------    -----------

                                                      (2,006,078)    (1,987,665)
                                                     -----------    -----------
                                                     $     9,036    $    15,520
                                                     ===========    ===========


                                                                  F-3
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP, INC.

<PAGE>



STATEMENT OF OPERATIONS

<PAGE>



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

  Gaming revenues, net                                         --          --
  Royalty fees (Note3 (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          $   (0.00)   $   (.00)
                                                          =========   =========


                                                                  F-4
[GRAPHIC OMITTED]
TOTAL LUXURY GROUP, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

<PAGE>
<TABLE>
<CAPTION>


FOR THE PERIODS ENDED DECEMBER 31, 2004 AND JUNE 30,2005



                                        Common stock
                                      $.001 par value            Additional                          Total
                                ----------------------------      Paid-in        Accumulated     Stockholders'
                                   Shares           Amount        Capital          deficit          equity
                                -------------   -------------   -------------   -------------    -------------
<S>                             <C>             <C>             <C>             <C>              <C>
Balance, December 31, 1999         57,388,443   $      57,388   $   2,460,695   $  (3,298,293)   $    (780,210)

Net income for the year ended
December 31, 2000                        --              --              --            26,264           26,264
Capital stock issued to
Northstar Advertising Inc.               --         1,000,000           1,000         224,000          225,000
                                -------------   -------------   -------------   -------------    -------------

Balance December 31, 2000          58,388,443          58,388       2,684,695      (3,272,029)        (528,946)
Net loss for the year ended
December 31, 2001                        --              --              --        (1,101,348)      (1,101,348)
                                -------------   -------------   -------------   -------------    -------------
Balance December 31, 2001          58,388,443   $      58,388   $   2,684,695   $  (4,373,377)   $  (1,630,294)

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

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))             4,520,000            --              --              --               --
and Capital stock issued in
exchange for Directors fees,
Surrendered Options and
Employee severance
payments
(Note 3(a) (iii))                   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)

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


                                                                  F-5
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP, INC.

<PAGE>


STATEMENT OF CASH FLOWS

<PAGE>


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                                    $    --      $      --
                                                         =========    =========

                                                                  F-6
[GRAPHIC OMITTED]

<PAGE>


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

ITEM 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
Item 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.
Item 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.
                                                                  F-7
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30, 2005
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 recover ability and
classification of recorded asset amounts or amounts of liabilities that might be
necessary should the Company be unable to continue in existence.
3(a)(i) In August 2002 the company concluded an agreement whereby it sold its
interest in Online Sports Book.com ("Online") including the equipment the domain
name and any goodwill associated with the business. The purchase price was
satisfied by the purchaser assuming all liabilities of the Online Sports
Book.com and a royalty agreement whereby Online shall pay to the seller 10% of
the gross profit for 12 months following the date of closing. To December 31,
2002 the company has earned $84,750 in royalties. The company is no longer
engaged in interest gaming activities.
(ii) In October 2002 Total Entertainment Canada Ltd. purchased 100% of the
business rights, domain names, trade marks and formulas ("the assets") owned by
Rock Candy Cosmetics Inc. The purchase price of $678,000 was satisfied by
issuance of 4,520,000 common shares of the company. Since Rock Candy is a
privately held company the fair value of the assets is not readily determinable.
As a result, the assets were recovered at a nominal value. The Company issued
2,454,742 common shares of the company, to directors and officers. The shares
issued for the cancellation of directors options( dated February 18, 1998) and
severance payments to terminated employees.
(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.
Item 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.
                                                                  F-8
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GRUP INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30, 2005
(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.
(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-9
[GRAPHIC OMITTED]

<PAGE>


TOTAL ENTERTAINMENT INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30,2005
(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. (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.
                                                                 F-10
[GRAPHIC OMITTED]

<PAGE>


TOTOTA LUXURY GROUP, INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30,2005
(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.
                                                                 F-11
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP, INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30,2005
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.
                                                                 F-12
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30,2005
Item 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. (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.
                                                                 F-13
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP, INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30,2005
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
                       ===========                             ===========

Item 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.
[GRAPHIC OMITTED]
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 ot 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.
                                                                 F-14
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP, INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30,2005
Item 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
                                                                 F-15
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP, INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30,2005
used by Mint Energy and subsidiaries to conduct these activities and develop the
business were received as advances which are reflected as capital contributions
from Sandy J. Masselli, Jr., Chairman of the Board (Mr. Masselli) and other
shareholders of Mint Energy. At the time of the merger, the shareholders of Mint
and Intercapital Global were identical (the Beneficial Owners). On January 28,
1998 and as amended, Kit Farms Inc. (Kit Farms) merged with Mint Energy
including its subsidiaries, and the Beneficial Owners of Intercapital Global
contributed their shares of Intercapital Global to Kit Farms. At the time of the
Kit Farms merger, it had been purported that 7.37 million shares of Kit Farms
were outstanding. Subsequent to the merger, the Company was informed that there
may be additional shares outstanding, which were subsequently cancelled by the
Company. This matter is currently under arbitration (see Note D-4).
Notwithstanding the arbitration issue, the existing stockholders of Kit Farms
were to continue to hold the 7.37 million shares of the common stock to the
merged entity. Intercapital Global, in its role as agent the Beneficial Owners,
received 104.8 million shares common stock of Kit Farms, with an aggregate value
of approximately $2 million pursuant to the merger of Mint Energy into Kit
Farms, and the contribution, by the Beneficial Owners, of their shares of
Intercapital Global. The aggregate value was determined through negotiations
among the Boards of Directors of Kit Farms and Mint Energy, in the absence of
reliable quoted market prices on the bulletin boards.
In February 1998, the Beneficial Owners voluntarily returned to treasury 57
million shares. The shares were subsequently cancelled by the Company. On
February 3, 1998, the Company granted an option (the Global Option), to replace
the returned shares, to acquire 57 million shares at $1.875 per share,
exercisable at any time through February 3, 2006, to Intercapital Global in its
role as agent for the Beneficial Owners. Intercapital Global subsequently
transferred the option to Intercapital Asset Management Limited, an investment
management company controlled by Mr. Masselli, which had the same Beneficial
Owners as Mint Energy and Intercapital Global.
Intercapital Global, in its role as agent for the Beneficial Owners,
subsequently distributed 47.8 million shares of common stock it received to its
Beneficial Owners, which together with the Global Option were consideration for
the merger. In June 1998, the Company issued an additional 537,000 shares to the
former principal shareholders and directors of Kit Farms to facilitate the
merger. The acquisition resulted in the owners and management of Mint Energy
having effective control of the combined entity.
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
                                                                 F-16
[GRAPHIC OMITTED]

<PAGE>


TOTAL LUXURY GROUP INC.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


June 30,2005
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.
Item 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 andDecember 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.
Item 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.
                                                                 F-17
[GRAPHIC OMITTED]

<PAGE>
<TABLE>
<CAPTION>


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.
[GRAPHIC OMITTED]
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.

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 perod ended June 30, 2005:

                           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)         2004    100,000(2)      0            0               0
Chairman of the Board             2005    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.
[GRAPHIC OMITTED]

<PAGE>


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.

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.
[GRAPHIC OMITTED]

<PAGE>


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 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

[GRAPHIC OMITTED]

<PAGE>


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.
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*

[GRAPHIC OMITTED]

<PAGE>


Form 8-K dated August 26,2002*

<PAGE>



Form 8-K dated September 10,2002*

<PAGE>



Form 8-K/A dated November 19,2002*

<PAGE>



Form 8-K dated January 27,2004*

<PAGE>



Form 8-K dated April 2,2004*

<PAGE>



Form 8-K dated June 2,2004*

<PAGE>



Form 8-K dated June 8,2004*

<PAGE>



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.

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 August 15, 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                      August 15,2005
---------------------------

/s/ RICHARD B. DAVIS               Director  and
August 15,2005
---------------------------        Chief  Financial Officer

/s/ SAMUAL G.S. HUGES              Director                       August 15,2005
---------------------------

[GRAPHIC OMITTED]