SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

For Quarter Ended                                         Commission File Number
March 31, 2005
                                                          ----------------------

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

          Indiana                                        35-1504940
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

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


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

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

Yes |X| No |_|

Indicate  the number of shares  outstanding  of the  issuer's  classes of common
stock, as of the latest practicable date. 7,603,826 shares as of May 12, 2006.

Transitional Small Business Disclosure Format

                                 Yes |_| No |X|



<PAGE>

                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

                    PART I. Financial Information (Unaudited)

                    Total Luxury Group, Inc. and Subsidiaries
                        Consolidated Balance Sheet as at
                      December 31, 2005 and March 31, 2006

                                                   December 31,     March 31,
                                                       2005           2006
                                                                   (unaudited)
                                                   ------------    ------------
ASSETS

Current assets
     Cash                                          $       --      $       --
                                                   ------------    ------------
         Total current assets                              --              --

Property and equipment
     Computer equipment                                       0               0
     Other furniture and fixtures                             0               0
                                                   ------------    ------------
                                                           0.00            0.00
     Less accumulated depreciation                            0               0
                                                   ------------    ------------
                                                   $       0.00    $       0.00
                                                   ============    ============


LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY)

Current liabilities
     Accounts payable and accrued liabilities      $     12,000    $     12,000
     Deferred compensation                            1,325,450       1,325,450
     Due to directors and stockholders                  692,664         692,664
                                                   ------------    ------------
         Total current liabilities                    2,030,114       2,030,114

Stockholders' equity (deficiency)
     Common stock, $.001 par value;
     authorized, 200,000,000 shares;
     issued and outstanding; 7,603,826
     shares at December 31, 2005 and
     7,603,826 at March, 2006                             7,604           7,604
     Additional paid-in capital                       2,735,479       2,735,479
     Accumulated deficit                             (4,773,197)     (4,773,197)
                                                   ------------    ------------
                                                     (2,030,114)     (2,030,114)
                                                   ------------    ------------
                                                   $          0    $          0
                                                   ============    ============




                                       1
<PAGE>

                    Total Luxury Group, Inc. and Subsidiaries
                      Consolidated Statement of Operations
                   Three months ended March 31, 2006 and 2005


                                   (unaudited)

                                                      March 31,      March 31,
                                                         2006           2006
                                                     -----------    -----------
Income
                                                     $      --      $      --
                                                            --             --
                                                     -----------    -----------
Net Income                                                  --             --

Costs and expenses
     Cost of operations                                     --             --
     Selling, general and administrative                    --             --
     Depreciation and amortization                          --             --
                                                     -----------    -----------

NET INCOME (LOSS) FOR THE PERIOD                     $       (00)   $       (00)
                                                     ===========    ===========
Income (loss) per common share
     Basic                                           $      (.00)   $      (.00)
     Diluted                                         $      (.00)   $      (.00)

Weighted-average shares outstanding
used in computing income (loss)
per common share

     Basic                                             7,603,826      7,603,826
                                                     ===========    ===========
     Diluted                                           7,603,826      7,603,826
                                                     ===========    ===========





                                       2
<PAGE>

                    Total Luxury Group, Inc. and Subsidiaries
                      Consolidated Statement of Cash Flows
                   Three months ended March 31, 2006 and 2005


                                   (unaudited)

                                                      March 31,      March 31,
                                                         2006           2005
                                                     -----------    -----------
Cash flows from operating activities
     Net income (loss)                                       (00)           (00)
     Adjustments to reconcile net income
     (loss) to net cash provided by (used in)
     operating activities
         Depreciation and amortization                        --             --
         Increase (decrease) in cash from
         changes in operating assets
         and liabilities
              Accounts receivable                             --             --
              Accounts payable and
              accrued liabilities                            (00)            --
              Deferred compensation                          (00)            --
                                                     -----------    -----------
                  Net cash provided by
                  (used in) operating activities              (0)             0

Cash flows from investing activities
     Payments received on Note Receivable                     --             --
                                                     -----------    -----------
                  Net cash provided by (used in)
                  investing activities                        --             --

Cash flows from financing activities
     Principal payments on capital leases                     --             --
     Advances from (repayments to) directors and
     stockholders, net                                        --             --
                                                     -----------    -----------
     Net cash provided by (used in) financing
     activities                                               --             --
                                                     -----------    -----------
     NET INCREASE (DECREASE) IN CASH                           0             (0)

Cash at beginning of period                                    0             (0)
                                                     -----------    -----------
Cash at end of period                                         --             --
                                                     ===========    ===========





                                       3
<PAGE>
<TABLE>
<CAPTION>

                             TOTAL LUXURY GROUP INC.
          Condolidated Statement Of Changes In Stockholders' Deficiency
                               For the Year Ended
                     December 31, 2005 and December 31,2004
                  (Amounts expressed in United States Dollars)


                                 Common Stock

                                                 Paid-Up     Accumulated  Shareholders'
                                    Shares        Amount       Capital       Deficit      Deficiency
                                 -----------   -----------   -----------   -----------    -----------
<S>                              <C>           <C>           <C>           <C>            <C>


Balance, December 31, 2004         7,603,826   $     7,604   $ 2,735,479   $(4,747,023)   $(2,003,940)
                                 ===========   ===========   ===========   ===========    ===========




Net loss for the year ended
  December 31, 2005                     --            --            --         (26,174)       (26,174)
                                 -----------   -----------   -----------   -----------    -----------



Balance, December 31, 2005         7,603,826   $     7,604   $ 2,735,479   $(4,773,197)   $(2,030,114)
                                 ===========   ===========   ===========   ===========    ===========

Net loss for the period  ended
  March  31, 2006                       --            --            --            --             --
                                 -----------   -----------   -----------   -----------    -----------



Balance, March 31, 2006            7,603,826   $     7,604   $ 2,735,479   $(4,773,197)   $(2,030,114)
                                 ===========   ===========   ===========   ===========    ===========

</TABLE>













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

                                       4
<PAGE>

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                       December 31, 2005 and March 31,2006
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------



Note 1- Summary of Significant Accounting Policies

This summary of significant  accounting policies of Total Luxury Group Inc. (the
"Company")  is  presented to assist in  understanding  the  Company's  financial
statements.  The  financial  statements  and  notes are  representations  of the
Company's  management who are responsible  for their integrity and  objectivity.
These accounting policies conform to generally accepted accounting principles in
the  United  States  of  America  and  have  been  consistently  applied  in the
preparation of the financial statements, which are stated in U.S. Dollars.


Operations

The Company presently has no ongoing operations

Use of Estimates in the preparation of the financial statements

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


Depreciation

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


Cash and Cash Equivalents

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


Earnings  (Loss) Per Share

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


                                       5
<PAGE>

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                       December 31, 2005 and March 31,2006
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

Fair Value of Financial Instruments

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


Valuation of Long-Lived Assets

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


Income taxes

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

Deferred Income taxes
The  Company  accounts  for  income  taxes in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes" (SFAS 109),  resulting in two components of Income
Tax Expense: current and deferred. Current income tax expense approximates taxes
to be paid or  refunded  for the  current  period.  Deferred  income tax expense
results  from changes in deferred tax assets and  liabilities  between  periods.
These gross deferred tax assets and liabilities represent decreases or increases
in taxes  expected  to be paid in the  future  because  of future  reversals  of
temporary  differences in the bases of assets and liabilities as measured by tax
laws and their bases as  reported  in the  financial  statements.  Deferred  tax
assets have also been  recognized for net operating loss  carryforwards  and tax
credit carryforwards.  Valuation allowances are then recorded to reduce deferred
tax assets to the amounts  management  concludes  are more likely than not to be
realized.


Comprehensive Income

The Corporation has adopted SFAS No. 130 Reporting  Comprehensive  Income.  This
standard requires companies to disclose  comprehensive income in their financial
statements.  In addition to items included in net income,  comprehensive  income
includes items currently charged or credited  directly to stockholders'  equity,
such as foreign currency translation  adjustments.  For the years ended December
31, 2005 and 2004 the company had no components of comprehensive income.



                                       6
<PAGE>

Recently issued accounting policies

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

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

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

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

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

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

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

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

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




                                       7
<PAGE>


                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                       December 31, 2005 and March 31,2006
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------

Other

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

The Company paid no dividends in 2005 or 2004.


Reclassifications

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


Note 2 - Basis of Presentation and going concern

Generally  accepted  accounting  principles  in the  United  States  of  America
contemplates  the continuation of the Company as a going concern.  However,  the
Company has  reported a net  liability  position and has  accumulated  operation
losses since its inception,  which raises  substantial doubt about the Company's
ability to  continue  as a going  concern.  The  continuation  of the Company is
dependent upon the continuing  financial  support of creditors and  stockholders
and upon obtaining the capital requirements for the continuing operations of the
Company.  Management  believes actions planned and presently being taken provide
the opportunity for the Company to continue as a going concern.


Note 3 - Business activities

Total Luxury  Group,  Inc.,  formerly  known as Total  Entertainment  Inc.  (the
Company),   incorporated  in  the  State  of  Indiana,  had  three  wholly-owned
subsidiaries,  Intercapital Global Fund Ltd.  (Intercapital Global), an Antiguan
company,  Intercapital Canada Ltd.  (Intercapital  Canada),  incorporated in the
Province  of  Quebec,  and Total  Entertainment  (Delaware)  Inc.,  an  inactive
Delaware company.  The company presently has only one wholly owned subsidiary in
Total  Entertainment  (Delaware)  Inc.,  which is  inactive  and not  having any
assets.

Intercapital Global, the operating company, owned a gaming license issued by the
Government  of Honduras and the  Dominican  Republic,  and several  Internet Web
sites.   Intercapital  Global  accepted  wagers  via  the  Internet  through  an
E-commerce  credit card  processing  agreement  with MPACT  Immedia  Transaction
Services Ltd.  (MPACT).  During 2000,  this contract was transferred by MPACT to
Surefire Commerce Ltd.

The Company on August 22, 2002 sold all of its remaining online gaming assets.


Since  August  22,2002  through  December  2005  the  Company  had  no  business
activities  other  than  administrative  costs  necessary,  for  researching  an
acquisition candidate and for remaining a publicly reporting entity.








                                       8
<PAGE>

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                       December 31, 2005 and March 31,2006
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------


Note 4. Capital stock and stock options

(a) Common Stock Transactions

     The company did not issue any common shares during 2005 and 2004.


(b) Stock Options

     The company does not have a formal stock option plan; however,  the Company
     has issued stock  options under letter  agreements to certain  individuals.
     The options  granted had an exercise price at least equal to the fair value
     of the Company's  stock,  and expire after eight years. The options granted
     vest immediately.

     As permitted  by SFAS No 123, the Company has elected to follow  Accounting
     Principles Board Opinion No. 25 (APB No. 25.),  Accounting for Stock Issued
     to Employees,  method of determining  compensation  cost. Under APB No. 25,
     because the exercise  price of the Company's  employee stock options equals
     or exceeds the market price of the  underlying  stock on the date of grant,
     no  compensation  expense is recognized  for options issued to employees or
     Directors.

     The Company had no options granted, exercised or forfeited during the years
     ended  December  31,  2005  and  2004.  The  following   table   summarizes
     information  about the shares  outstanding and exercisable for options,  at
     December 31, 2005 and 2004.








                                       9
<PAGE>

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                       December 31, 2005 and March 31,2006
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------


                                             Weighted-Average
Remaining                  Number         contractual remaining        Number
exercisable prices      Outstanding             in years             exercisable
------------------      -----------       ---------------------      -----------


    $.1875                 66,500                 0.1                   66,500
        .15                 2,750                0.75                    2,750
----------------                          ---------------------
                           69,250                                       69,250
                        ===========                                  ===========


Note 5. Related party transactions

(a)  Deferred Compensation

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

(b)  Due To Directors and Stockholders

     From time to time,  directors and stockholders of the Company have directly
     paid certain Company  expenses.  Such directors and stockholders  have also
     supplied  the  Company  with  cash  advances   during  2005  and  2004.Such
     transactions have been recorded as due to directors and  stockholders,  and
     do not bear  interest.  There are no  scheduled  terms of repayment of such
     amounts.

Note 6. Income taxes

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

Note 7. Subsequent Events

On May 1, 2006 the Company  announced  that it has entered  into an agreement to
acquire an apparel holding company known as International  Apparel Group,  Inc.,
which includes wholly owned  subsidiary  Original Gear, Inc., and a license with
legendary rapper DMC, as well as other licensed and private label production for
Converse, Randy Moss, and the NIFL.




                                       10
<PAGE>

                             TOTAL LUXURY GROUP INC.
                   Notes to Consolidated Financial Statements
                       December 31, 2005 and March 31,2006
                  (Amounts expressed in United States Dollars)
--------------------------------------------------------------------------------



The  closing  is set for no  latter  then  June 1,  2006,  prior to  which  both
companies will engage in a short period of additional due diligence.

Following this transaction,  the Company intends to actively  implement a growth
strategy through additional acquisitions and licensed programs.

For additional information: www.IAGFashions.com

Total Luxury Group, Inc., which currently holds a distributorship  agreement for
MCM, AG, has been seeking additional  opportunities within the consumer products
industry,  for acquisition of companies that have a proven  management team, and
desirable products or services.

International Apparel Group, Inc. is an apparel holding company that through its
subsidiary  companies  manufactures  and sells  apparel to major  retailers  and
distributors around the world.


Original Gear, Inc., the first subsidiary in the IAG umbrella,  manufactures and
distributes  apparel under company owned trademarks  "Original Gear" and "OG," a
license from  legendary  rapper DMC, as well as other licensed and private label
production for Converse, Randy Moss, the NIFL and others.











                                       11
<PAGE>

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

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

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

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

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

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




                                       12
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

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

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

                                Recent Activities

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

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

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

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


                                       13
<PAGE>

                               Business-Historical

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

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

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

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

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


                                       14
<PAGE>

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

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

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

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

Since August 22,  2002,  the Company has had no business  activities  other than
administrative costs necessary for researching an acquisition  candidate and for
remaining a publicly  reporting  entity.  At March 31, 2005,  the Company had no
significant revenues and no customers. There are no government contracts and the
competitive  conditions  do not apply as the  Company  is no  longer  conducting
business.  The Company has discontinued its development  efforts. The operations
of the Company are no longer  believed to be, in any  significant  material way,
subject  to  local,  state  and  federal  laws  and  in  regulations   governing
environmental quality and pollution controls. The Company is unable to assess or
predict at this time what affects  additional  regulation or  legislation  could
have on its activities. As of March 31, 2005, the Company had 3 employees.

Results of Operations

The Three Months Ended March 31, 2005 vs. The Three Months Ended March 31, 2004

During the three month  period ended March 31,  2005,  and March 31,  2004,  the
Company had no revenues. The Company incurred  administrative  expenses of $0 in
the period in 2005 as compared  to $0 for the same three  month  period in 2004.
Net loss of the three month period ended March 31, 2005 was ($0) ($0) per share,
while  during the same period in 2004 it was ($0),  ($0) per share.  The Company
expects the trend of losses to continue into the  foreseeable  future and at the
same or greater rate until such time as the Company recommences operations.




                                       15
<PAGE>

Liquidity and Capital Resources; Plan of Operations

Item 3. Controls and Procedures.

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

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

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

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

Changes in Internal Controls Over Financial Reporting

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

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


                                       16
<PAGE>

                           Part II--OTHER INFORMATION

Item 1. Legal Proceedings. None.

Item 2. Changes in Securities. None.

Item 3. Defaults Upon Senior Securities. None

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

Item 5. Other Information. None

Item 6. Exhibits and Reports on Form 8-K

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

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

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

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














                                       17
<PAGE>

                                   SIGNATURES

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

                            TOTAL LUXURY GROUP, INC.

                                /S/ Sandy J. Masselli, Jr.
                               -------------------------------------------------
Date:  May 12,2006             Sandy J. Masselli, Jr.,
                               Chief Executive Officer, Chairman of the Board of
                               Directors, and Director



















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