SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/A

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

     For Quarter Ended                               Commission File Number
     September 30, 2006                              ----------------------


                            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)

              11900 Biscayne Blvd. - Ste 620, Miami, Florida 33181
              ----------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (305) 892-6744

================================================================================

   (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.40,  250,797 shares as of November 20,
2006

                  Transitional Small Business Disclosure Format

                                 Yes |_| No |X|

<PAGE>

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


To The Board of Directors and Stockholders'
Total Luxury Group Inc. And Subsidiaries

We have  reviewed the  accompanying  consolidated  balance sheet of Total Luxury
Group,  Inc.  and  Subsidiaries  as of September  30, 2006 and the  consolidated
statements  of  operations,  and cash  flows for the three  month and nine month
periods ended September 30, 2006 and 2005 These interim financial statements are
the responsibility of the Company's management.

We conducted  our review in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the  standards  of the  Public  Company  Accounting  Oversight  Board,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

As  discussed  in note 3, the  accompanying  September  30, 2006  balance  sheet
reflects   goodwill  and  intangible   assets  of  approximately   $7.5  million
(approximately 97% of total consolidated assets) resulting from the July 1, 2006
acquisition of International Apparel Group, Inc. Accounting principles generally
accepted in the United  States  require  that assets  acquired  and  liabilities
assumed be recorded at their  respective fair market value. Had an evaluation of
assets  acquired and  liabilities  assumed been  conducted,  it is probable that
amounts  recorded as goodwill and intangible  assets could have been assigned to
other identifiable  assets and liabilities or reallocated amongst the categories
reflected in these financial statements. Based on information furnished to us by
management,  we believe that the Company may have  inappropriately  allocated in
the September 30, 2006 balance sheet certain identifiable intangible assets with
definite  useful  lives,  that if  recognized  may  have  reduced  goodwill  and
increased  depreciation  and  amortization  expense by an amount  that cannot be
determined  without  a  proper  evaluation.  Management  is in  the  process  of
conducting an evaluation  to determine the proper  valuation of assets  acquired
and liabilities assumed in order to determine the proper carrying value of those
items and the ultimate recoverability of the remaining goodwill, if any.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  interim  financial  statements  for  them to be in
conformity with accounting principles generally accepted in the United States.



/s/ Berkovits, Lago & Company, LLP

Fort Lauderdale, Florida
December 7, 2006

<PAGE>
<TABLE>
<CAPTION>

PART I. Financial Information

Item 1. Financial Statements.


                    TOTAL LUXURY GROUP, INC. AND SUBSIDIARIES
                        Consolidated Balance Sheet as of
                    September 30, 2006 and December 31, 2005



                                                      (Unaudited)
                                                     September 30,    December 31,
                                                          2006             2005

                                                     -------------    -------------
<S>                                                  <C>              <C>
ASSETS

Current assets
    Accounts receivable, net of allowance of
        $51,285 at September 30, 2006                $      53,094    $        --
                                                     -------------    -------------
         Total current assets                               53,094             --

Property and equipment, net                                 41,180             --
                                                     -------------    -------------

Other assets
     Goodwill                                            1,875,961             --
     Trademarks, net                                     1,808,962             --
     Licenses, net                                       3,907,209             --
     Other                                                  11,530             --
                                                     -------------    -------------
         Total other assets                              7,603,662             --
                                                     -------------    -------------
Total assets                                         $   7,697,936    $        --
                                                     =============    =============





LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)



Current liabilities
     Accounts payable and accrued liabilities        $     385,696    $      12,000
     Deferred compensation                               1,325,450        1,325,450
     Due to directors and stockholders                   2,277,206          692,664
     Other                                                 378,287
                                                     -------------    -------------
         Total current liabilities                       4,366,639        2,030,114

Stockholders' equity (deficit)
     Common stock, $.001 par value;
       authorized, 200,000,000 shares;
       issued and outstanding; 17,353,826
       shares at September 30, 2006 and
       7,603,826 at December 31 2005                        17,354            7,604
     Additional paid-in capital                          9,977,209        2,735,479
     Accumulated deficit                                (6,663,266)      (4,773,197)
                                                     -------------    -------------
         Total stockholders' equity (deficit)            3,331,297       (2,030,114)
                                                     -------------    -------------
Total liabilities and stockholders'
     equity(deficit)                                 $   7,697,936    $        --
                                                     =============    =============
</TABLE>


             The accompanying notes and accountants' review report
         are an integral part of the consolidated financial statements.

<PAGE>

                    TOTAL LUXURY GROUP, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
                  Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)

                                                 September 30,    September 30,
                                                     2006             2005
                                                 -------------    -------------
Sales                                            $       8,733    $        --

Cost of sales                                              376             --
                                                 -------------    -------------

Gross Profit                                             8,357             --
                                                 -------------    -------------

Operating expenses:
     Selling, general and administrative             1,683,761             --
     Depreciation and amortization                     214,665            3,207
                                                 -------------    -------------
       Total Operating expenses                      1,898,426            3,207
                                                 -------------    -------------


Net loss                                         $  (1,890,069)   $    (3,207)
                                                 =============    =============

     Basic and Diluted income (loss) per
     common share                                $       (0.24)   $       (--)

Weighted-average shares outstanding
  used in computing income (loss)
  per common share                                   8,032,418        7,603,826
                                                 =============    =============








             The accompanying notes and accountants' review report
         are an integral part of the consolidated financial statements.

<PAGE>

                    TOTAL LUXURY GROUP, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
                 Three Months Ended September 30, 2006 and 2005
                                   (Unaudited)

                                                September 30,     September 30,
                                                2006              2005
                                                -------------     -------------

Sales                                           $       8,733     $        --

Cost of sales                                             376              --
                                                -------------     -------------

Gross Profit                                            8,357              --
                                                -------------     -------------

Operating expenses:
     Selling, general and administrative            1,683,761              --
     Depreciation and amortization                    214,665              --
                                                -------------     -------------
       Total operating expenses                     1,898,426              --
                                                -------------     -------------

Net loss                                        $  (1,890,069)    $        --
                                                =============     =============
     Basic and Diluted income (loss) per
     common share                               $       (0.18)    $        --

Weighted-average shares outstanding
  used in computing income (loss)
  per common share                                 10,311,048         7,603,826
                                                =============     =============








             The accompanying notes and accountants' review report
         are an integral part of the consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>

                    TOTAL LUXURY GROUP, INC. AND SUBSIDIARIES
                      Consolidated Statement of Cash flows
              For the Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)



                                                     September 30,    September 30,
                                                         2006             2005
                                                     -------------    -------------
<S>                                                  <C>              <C>
Cash flows from operating activities:
     Net income (loss)                               $  (1,890,069)   $      (3,207)
Adjustments to reconcile net income
     (loss) to net cash provided by (used in)
     operating activities:
         Depreciation and amortization                     214,665            3,207
         Allowance for doubtful accounts                    17,095
        Changes in operating assets and
         liabilities, excluding the
         effects of acquisitions:
               Accounts payable and
                 Accrued liabilities                       194,702             --
                                                     -------------    -------------
     Net cash used in operating activities              (1,463,607)            --
                                                     -------------    -------------

Cash flows from financing activities:
     Advances from (repayments to) directors and
        stockholders, net                                1,463,607             --
                                                     -------------    -------------
     Net cash provided by financing activities           1,463,607             --
                                                     -------------    -------------
     NET INCREASE (DECREASE) IN CASH                          --               --

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

Supplemental Cash Flow Activity:

Cash paid For taxes                                  $        --      $        --
                                                     =============    =============

Cash paid for interest                               $        --      $        --
                                                     =============    =============

Non-cash investing activities:
Net assets acquired for common stock
      in Purchase of IAG                             $   6,266,500    $        --
                                                     =============    =============

Licenses acquired with common stock                  $     300,000    $        --
                                                     =============    =============

Non-cash financing activities:
Reduction of debt with issuance of common stock      $     684,980    $        --
                                                     =============    =============
</TABLE>


             The accompanying notes and accountants' review report
         are an integral part of the consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>

                             TOTAL LUXURY GROUP INC.
          Consolidated Statement of Changes in Stockholders' Deficiency
                            For the Nine Months Ended
               September 30, 2006 and Year Ended December 31, 2005

                                                                                                              Total
                                                                          Additional                      Stockholders'
                                       Common Shares                        Paid-in       Accumulated        Equity
                                        Outstanding     Common Stock        Capital         Deficit         (Deficit)
                                       -------------    -------------    -------------   -------------    -------------
<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 as of December 31, 2005            7,603,826            7,604
                                                                             2,735,479      (4,773,197)      (2,030,114)
                                       -------------    -------------    -------------   -------------    -------------

Issuance of shares to acquire
  International Apparel Group              7,550,000            7,550        6,258,950            --          6,266,500

Issuance of shares to repay
  indebtedness of International
  Apparel Group                            1,700,000            1,700          683,280            --            684,980

Issuance of common Stock to acquire
  YMLA and Cabral licenses                   500,000              500          299,500            --            300,000

Net loss for the nine months ended
  September 30, 2006                            --               --               --        (1,890,069)      (1,890,069)
                                       -------------    -------------    -------------   -------------    -------------
Balance as of September 30, 2006          17,353,826    $      17,354    $   9,977,209   $  (6,663,266)   $   3,331,297
                                       =============    =============    =============   =============    =============
</TABLE>








             The accompanying notes and accountants' review report
         are an integral part of the consolidated financial statements.

<PAGE>

Note 1- Organization and Summary of significant accounting policies

Organization

On  July  1,  2006,  Total  Luxury  Group  Inc.  (the  "Company")  acquired  the
International  Apparel Group (IAG) for 7,550,000  shares of common stock. IAG 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.,  one of the  subsidiaries  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, Huckapoo and others.

Summary of significant accounting policies

This  summary of  significant  accounting  policies  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.

Use of estimates in the preparation of the financial statements

The  preparation  of the  Company's  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
revenues and expenses during the period.  Future events and their effects cannot
be determined with absolute certainty; therefore, the determination of estimates
requires the exercise of judgment.  Actual results  inevitably  will differ from
those estimates, and such differences may be material to the Company's financial
statements.  Management  evaluates its estimates  and  assumptions  continually.
These  estimates and  assumptions  are based on historical  experience and other
factors that are believed to be reasonable under the circumstances.

THE MANAGEMENT OF THE COMPANY  BELIEVES THAT THE FOLLOWING  ACCOUNTING  POLICIES
REQUIRE A HIGH DEGREE OF JUDGEMENT DUE TO THEIR COMPLEXITY:

Collectibility of accounts receivable

The allowance for doubtful  accounts is based on  management's  estimates of the
creditworthiness  of its customers,  current economic  conditions and historical
information,  and,  in the  opinion of  management,  is believed to be an amount
sufficient to respond to normal business conditions.  Should business conditions
deteriorate or any major customer default on its obligations,  the allowance may
need to be  significantly  increased,  which  would  have a  negative  impact on
operations.

<PAGE>

Revenue recognition

Revenue from the sale of apparel is recognized  upon (a) the time of shipment or
(b)  when  title  passes  to  the  customers  and  all  significant  contractual
obligations  have been satisfied and  collection of the resulting  receivable is
reasonably  assured.  Revenues from sales of consigned  inventory are recognized
upon sale of the  product by the  consignee.  Net sales are  comprised  of gross
sales net of actual and estimated future returns, discounts and volume rebates.

Inventory

The Company reduces  inventory on hand to its net realizable value on an item by
item  basis  when it is  apparent  that  the  expected  realizable  value  of an
inventory  item falls below its original cost. A charge to cost of sales results
when the estimated net  realizable  value of specific  inventory  items declines
below cost. Management regularly reviews the Company's investment in inventories
for such declines in value.

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 three 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 are 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.

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   approximates  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

<PAGE>

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 a 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 basis of assets and liabilities as measured by tax
laws and their basis as  reported  in the  financial  statements.  Deferred  tax
assets have also been recognized for net operating loss  carry-forwards  and tax
credit carry-forwards. Valuation allowances are then recorded to reduce deferred
tax assets to the amounts  management  concludes  are more likely than not to be
realized.

Recent accounting pronouncements

In December 2004, FASB issued  Statement of Financial  Accounting  Standards No.
123 (revised 2004), "Share-Based Payment" (SFAS 123 (revised 2004), effective as
of the  beginning of the first  interim or annual  reporting  period that begins
after June 15, 2005.  This  Statement is a revision of FASB  Statement  No. 123,
"Accounting  for Stock-Based  Compensation,"  and supersedes APB Opinion No. 25,
"Accounting  for Stock  Issued to  Employees,"  and its  related  implementation
guidance.  SFAS 123 (revised 2004) eliminates the alternative to use APB Opinion
No. 25's intrinsic value method of accounting that was provided in Statement 123
as  originally  issued.  Under APB  Opinion  No. 25,  issuing  stock  options to
employees  generally  resulted in recognition of no compensation  cost. SFAS 123
(revised  2004)  requires  entities to recognize  the cost of employee  services
received in exchange for awards of equity  instruments  based on the  grant-date
fair  value of those  awards  (with  limited  exceptions).  Recognition  of that
compensation  cost helps users of financial  statements to better understand the
economic transactions affecting an entity and to make better resource allocation
decisions.  The Company  adopted SFAS 123 (revised  2004) for the fiscal quarter
ending  after June 15,  2005.  The effect of the  adoption of SFAS 123  (revised
2004) is not material.

Reclassifications

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

<PAGE>

Note 2 - Basis of presentation and going concern

Generally  accepted  accounting  principles  in the  United  States  of  America
contemplate  the  continuation of the Company as a going concern.  However,  the
Company has negative working capital and has accumulated  operating 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  provides 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,  prior to the  acquisition of IAG, had only one
wholly  owned  subsidiary  in  Total  Entertainment  (Delaware)  Inc.,  which is
inactive.

From  August  22,  2002  through  June 30,  2006  the  Company  had no  business
activities  other  than  administrative  costs  necessary,  for  researching  an
acquisition candidate and for remaining a publicly reporting entity.

Acquisition

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.,
for 7,550,00  shares of the Company's  common stock.  The closing was on July 1,
2006. The acquisition was accounted for under the purchase method of accounting.
Accordingly,  the results of operations of IAG are included in the  consolidated
results of the Company as of July 1, 2006,  the date of  acquisition.  Under the
purchase  method of accounting,  the Company has allocated the purchase price of
$6,266,500 based on a closing price of the company stock of $0.83, to assets and
liabilities acquired based upon their estimated fair values as follows:

          Current Assets                        $    68,155
          Fixed Assets                               44,135
          Other assets                               11,530
          Current liabilities                    (1,361,163)
          Intangibles                             7,503,843
                                                -----------
          Total Purchase price                  $ 6,266,500
                                                ===========

<PAGE>

Accounting  principles  generally  accepted in the United  States  require  that
assets  acquired and  liabilities  assumed be recorded at their  respective fair
market value. Had an evaluation of assets acquired and liabilities  assumed been
conducted,  it is probable  that  amounts  recorded as goodwill  and  intangible
assets could have been assigned to other identifiable  assets and liabilities or
reallocated  amongst the  categories  reflected in these  financial  statements.
Management has estimated the values based on information  available to it at the
current  time.  Had an evaluation of the acquired  assets and  liabilities  been
performed,  the  allocated  amounts  recorded in the  September 30, 2006 balance
sheet of certain identifiable  intangible assets with definite useful lives, may
have reduced goodwill and increased  depreciation and amortization expense by an
amount that cannot be determined without a proper  evaluation.  Management is in
the process of conducting  an  evaluation  to determine the proper  valuation of
assets  acquired  and  liabilities  assumed  in order to  determine  the  proper
carrying value of those items and the ultimate  recoverability  of the remaining
goodwill, if any.

The Company has preliminarily allocated the intangible assets, as follows:

          Trademarks                         $1,875,961
          Goodwill                            1,875,961
          Licenses                            3,751,921
                                             ----------
          Total Intangibles                  $7,503,843
                                             ==========

Note 4 - Fixed Assets

At December  31, 2005 and  September  30, 2006,  fixed  assets  consisted of the
following:

                                       Useful      September 30,    December 31,
                                       lives            2006            2005
                                   -------------   -------------   -------------
Office Equipment and furniture       3-7 years     $      63,655   $        --
Less: accumulated depreciation                           (22,475)           --
                                                   -------------   -------------
Fixed assets, net                                  $      41,180   $        --
                                                   -------------   -------------

                                                   =============   =============

Depreciation  expense of the nine months  ended  September  30, 2006 and for the
year ended December 31, 2006 was $2,955 and $0, respectively

Note 5 - Capital stock and stock options

(a) Common stock transactions

During 2006, the Company, in addition to the 7,550,000 shares of stock issued in
connection  with the acquisition of IAG also issued  1,700,000  shares to reduce
certain liabilities of IAG, including unpaid salaries and loans.

In August 2006,  the Company  issued  400,000 shares of Common Stock and a small
sum of cash to acquire a license  agreement  with Castle Hill Apparel,  Inc. for
the worldwide master licenses for the young men's labels YMLA and Y-Chrome.

<PAGE>

In September  2006,  The Company  issued 100,000 shares of Common Stock to Garth
Cabral to acquire a license to market Cabral Clothing.

(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 upon
issuance.

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 or the nine months ended  September  30, 2006.
The following  table  summarizes  information  about the shares  outstanding and
exercisable for options, at December 31, 2005 and 2004.


          Remaining        Number           Weighted-        Contractual
          exercisable      outstanding      average number   remaining
          prices                            exercisable      in years
          -----------------------------------------------------------------

                  $.1875           66,500           66,500             0.1
                   .1500            2,750            2,750             0.75
                           -------------------------------
                                   69,250           69,250
                           ===============================

In November  2006,  the Company  cancelled all stock options that were currently
outstanding and issued 6,944,445 new common shares to such holders.


Note 6 - Related party transactions

(a) Deferred compensation

Mr.  Masselli,  Chief  executive  officer 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 2006 and 2005.  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.

<PAGE>

Note 7 - Income taxes

The Company had net operating losses of  approximately  $1,890,000 , 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 nine
months ended September 30, 2006 and year ended December 31 ,2005.

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 8 - Commitments and Contingencies

Litigation
----------

The Company currently has a judgment against them in the amount of approximately
$519,000  excluding  interest,  which  was  rendered  in a court in the State of
Florida by a creditor  of a  previously  owned  subsidiary.  It is  management's
belief that the creditor of the former  subsidiary should have filed this action
against the former subsidiary.  This contingent  liability was never recorded by
the Company as the  subsidiary  in question  was sold and all  liabilities  were
assumed  by the buyer.  It is  managements  belief  that this  judgment  will be
reversed.

Employment Contracts
--------------------

Concurrently  with the  acquisition  of IAG,  the  Company  entered  into 5 year
employment   contracts  with  the  President  and  Vice  President  of  Business
Development,  Acquisitions and Licensing of IAG. The contracts  provide for base
salaries of $120,000 per annum and non  guaranteed  bonuses of up to 100% of the
salary. The base salary can be adjusted by the board of directors annually.

Note 8 - Subsequent Events

Subsequent to September 30, 2006, the Company issued 22,896,968 shares to settle
unpaid directors and officers' fees and certain debts.

In  addition,  the  Company  cancelled  all stock  options  that were  currently
outstanding and issued 6,944,445 new shares to such holders.

<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  de-listed  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  registered  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 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

<PAGE>

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. On June 7, 2006, the Company's auditors Schwartz,  Levitsky,  Feldman,
LLP resigned as its auditors.  Subsequent to this  resignation,  the Company has
engaged  the  accounting  firm of  Berkovits,  Lago and  Company,  LLP,  of Fort
Lauderdale  Florida as the auditors of Total Luxury Group,  Inc., for the fiscal
years ending December 31, 2006.

                               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").

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").

From 1999 through August 22, 2002, the Company was involved in various  ventures
including gaming software development and online casinos.

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.

Between  August 22,  2002 and June 30,  2006,  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.

On July 1, 2006, the Company acquired the International  Apparel Group (IAG) for
7,550,000 shares of common stock. IAG 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., one of the subsidiaries in
the IAG  umbrella,  manufactures  and  distributes  apparel  under company owned
trademarks  "Original  Gear" and "OG," a license from  legendary  rapper DMC, as

<PAGE>

well as other licensed and private label  production  for Converse,  Randy Moss,
the NIFL, Huckapoo and others.

The Company  issued  500,000  shares of Common  Stock and a small sum of cash to
acquire a license  agreement  with Castle Hill  Apparel,  Inc. for the worldwide
master licenses for the young men's labels YMLA, Y-Chrome and Cabral.

In  September  2006 the  Company  issued 1.7  million  shares of stock to cancel
certain debts of IAG subsequent to the acquisition

Results of Operations

The Three Months Ended  September 30, 2006 vs. the Three Months Ended  September
30, 2005

During the three month period ended  September 30, 2006, and September 30, 2005,
the Company had only  nominal  revenues.  The  Company  incurred  administrative
expenses of  approximately  $1.9 million and  amortization  and  depreciation of
approximately  $215,000  in the  period in 2006 as  compared  to $0 for the same
three month period in 2005.

The Nine Months Ended September 30, 2006 vs. the Nine Months Ended September 30,
2005.

During the nine month period ended  September 30, 2006,  and September 30, 2005,
the Company had only  nominal  revenues.  The  Company  incurred  administrative
expenses of  approximately  $1.9 million and  amortization  and  depreciation of
approximately $215,000 in the period in 2006 as compared to $0 for the same nine
month period in 2005.











<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  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 nine months of 2006 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 September 30, 2006 (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 September 30 , 2006,
the most recent evaluation date of such,  including any corrective  actions with
regard to significant deficiencies and material weaknesses,  except as otherwise
described herein.

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

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 registered 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 uncertainty 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

<PAGE>

$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.

On June 6, 2006, the Schwartz  Levitsky  Feldman,  LLP resigned as the Company's
auditors.   During  their  term  through  June  7,  2006,   there  had  been  no
disagreements  with the  Company  on any  matter  of  accounting  principles  or
practices,  financial  statement  disclosures,  or auditing  scope or procedure,
which, if not resolved to the satisfaction of Schwartz  Levitsky  Feldman,  LLP,
would have  caused  Schwartz  Levitsky  Feldman,  LLP 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, 2005. In addition,  there
were no reportable events, as listed in Item 304(a)(1)(iv) of Regulation S-B.

On June 30, 2006 the Company engaged the firm Berkovits, Lago and Company LLP as
the company's new auditors.  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  Berkovits,  Lago and Company 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 Schwartz Levitsky Feldman, LLP, as there were none.

<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:  December 8, 2006    Sandy J. Masselli, Jr.,
                                         Chief Executive Officer,
                                         Chairman of the Board of  Directors and
                                           Director