SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  FORM 10-QSB/A
                                   (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












<PAGE>
<TABLE>
<CAPTION>

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

                                                       June 30,2005      December 31, 2004
Assets                                                 (unaudited)
                                                    -----------------    -----------------
<S>                                                 <C>                  <C>
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
                                                    =================    =================
</TABLE>


                                       F-3

<PAGE>

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

                                                        June 30,       June 30,
                                                         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      $      --      $      --
                                                      ===========    ===========


                                       F-4


<PAGE>
<TABLE>
<CAPTION>

                            TOTAL LUXURY GROUP, INC.
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
            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

<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                                     $    --      $    --
                                                          =========    =========




                                       F-6


<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


<PAGE>

                             TOTAL LUXURY GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  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


<PAGE>

                             TOTAL LUXURY GRUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  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



<PAGE>

                            TOTAL ENTERTAINMENT INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  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


<PAGE>

                            TOTOTA LUXURY GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  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


<PAGE>

                            TOTAL LUXURY GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  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


<PAGE>

                             TOTAL LUXURY GROUP INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  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


<PAGE>

                            TOTAL LUXURY GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  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.

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


<PAGE>

                            TOTAL LUXURY GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  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 used by Mint Energy and  subsidiaries  to


                                      F-15


<PAGE>

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

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



                                                                F-16


<PAGE>

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

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.

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


<PAGE>

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

OFFICERS AND DIRECTORS

The Company's officers and directors are as follows:

     Name                       Age       Position(s)

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

TERMS OF DIRECTORS

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

BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS

Sandy J. Masselli,  Jr. has served as the Chairman of the Board, Chief Executive
Officer,  President and a Director of the Company  since January 1998.  From May
1990  to  the  present,   Mr.  Masselli  has  served  as  Managing  Director  of
Intercapital  Asset Management  Company,  Inc., an investment  advisory company,
where he has been responsible for the selection and monitoring of investments as
well as merchant banking activities.  From May 1981 until May 1990, Mr. Masselli
worked as a Vice President or Senior Vice President at several major  securities
and brokerage  firms,  including  Prudential  Securities,  Inc.,  Drexel Burnham
Lambert,  Inc.,  Shearson Lehman Hutton,  Inc. and Merrill Lynch Pierce Fenner &
Smith,  Inc.  He holds a  Bachelor  of Arts  degree in  Political  Science  from
Monmouth College.

Robert D. Bonnell has served as a Director of the Company  since  September  30,
1998 and President since January 26, 2005 He has over 25 years experience in the
marketing and public relations industries. From 1992 to the present, Mr. Bonnell
has served as  Chairman  and Chief  Executive  Officer  of Skiff  Lake  Holdings
Limited,  a private holding  company with positions in real estate,  investments
and trusts.  During this period,  he also served as Chairman of  Communicer,  an
international  company  specializing in corporate  communications  and advice in
connection  with mergers and  acquisitions.  Previously,  Mr.  Bonnell worked as
Managing  Director  and in  other  senior  positions  for  Public  &  Industrial
Relations,  Canada's largest public relations firm. In addition, Mr. Bonnell has
in the past served as a director of several other companies,  including  Windsor
Investments S.A. in Luxemburg,  Tudor Deutche  International  and Windsor Energy
Corporation in Tulsa,  Oklahoma (which position he currently  holds). He holds a
Bachelor of Arts (Honors) degree in Political  Science and Economics from Ricker
College, University of New Brunswick.

Richard B. Davis has served as a Director of the  Company  since  September  30,
1998. He is a Certified Public  Accountant  licensed to practice in New York and
New Jersey. From 1976 to the present,  Mr. Davis has been engaged in the private
practice of accounting,  providing  services to many companies and  individuals.
Prior to that time,  Mr.  Davis  spent  many years  working in the tax and other
departments at several major accounting firms, including Peat Marwick,  Mitchell

<PAGE>
<TABLE>
<CAPTION>

& 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.

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.


<PAGE>

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.


<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.



<PAGE>

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.







<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:



<PAGE>

                                                       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





















<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*


Form 8-K dated August 26,2002*
Form 8-K dated September 10,2002*
Form 8-K/A dated November 19,2002*
Form 8-K dated January 27,2004*
Form 8-K dated April 2,2004*
Form 8-K dated June 2,2004*
Form 8-K dated June 8,2004*
Form 8-K dated January 27,2005*

31.1     Certification of Sandy J. Masselli pursuant to 18 U.S.C.  Section 1350,
         as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2     Certification  of Richard B. Davis pursuant to 18 U.S.C.  Section 1350,
         as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1     Certification of Sandy J. Masselli pursuant to 18 U.S.C.  Section 1350,
         as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2     Certification  of Richard B. Davis pursuant to 18 U.S.C.  Section 1350,
         as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



<PAGE>

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

                         TOTAL ENTERTAINMENT INC.

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

Dated 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
---------------------------