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
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, Fl. 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 perioFd 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|

 This report has not been reviewed by the independent auditors in accordance
with the Act; however, the Company intends to submit an amended report reviewed
by the independent auditors.




<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
                    September 30, 2006 and December 31, 2005


                                                 September 30,     December 31,
                                                      2006             2005
                                                 -------------    -------------
ASSETS

Current assets
     Cash                                        $        --      $        --
     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                                        1,678,836             --
     Trademarks                                      1,678,836             --
     Licenses                                        3,557,670             --
     Other                                              11,530             --
                                                 -------------    -------------
         Total other assets                          6,926,872             --
                                                 -------------    -------------
Total assets                                     $   7,021,146    $        --
                                                 =============    =============



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 (deficiency)
     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                      9,088,509        2,735,479
     Accumulated deficit                            (6,451,556)      (4,773,197)
                                                 -------------    -------------
                                                     2,654,507       (2,030,114)
                                                 -------------    -------------
                                                 $   7,021,146    $        --
                                                 =============    =============




<PAGE>

                      CONSOLIDATED STATEMENT OF OPERATIONS
                    Total Luxury Group, Inc. and Subsidiaries
                        Consolidated Statement of Income
                  Nine Months Ended September 30, 2006 and 2005
                                   (unaudited)

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

Sales                                            $       8,733    $        --

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

Gross Profit                                             8,357


Operating expenses
     Selling, general and administrative             1,686,716             --
     Depreciation and amortization                        --               --
                                                 -------------    -------------

NET INCOME (LOSS)                                $  (1,678,359)   $        --
                                                 =============    =============
Income (loss) per common share
     Basic                                       $       (0.21)   $        (.00)
     Diluted                                     $       (0.21)   $        (.00)

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

     Basic                                           8,032,418        7,603,826
                                                 =============    =============
     Diluted                                         8,032,418        7,603,826
                                                 =============    =============




<PAGE>

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

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

Sales                                            $       8,733    $        --

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

Gross Profit                                             8,357


Operating expenses
     Selling, general and administrative             1,686,716             --
     Depreciation and amortization                        --               --
                                                 -------------    -------------

NET INCOME (LOSS)                                $  (1,678,359)   $         (00)
                                                 =============    =============
Income (loss) per common share
     Basic                                       $       (0.16)   $        (.00)
     Diluted                                     $       (0.16)   $        (.00)

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

     Basic                                          10,311,048        7,603,826
                                                 =============    =============
     Diluted                                        10,311,048        7,603,826
                                                 =============    =============








<PAGE>

                    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
                                                  -------------    -------------
Cash flows from operating activities
     Net income (loss)                            $  (1,678,359)   $        --
     Adjustments to reconcile net income
     (loss) to net cash provided by (used in)
     operating activities:
         Depreciation and amortization                    2,955             --
         Allowance for doubtful accounts                 17,095
        Changes in operating assets and
        liabilities, excluding the
        effects of acquisitions:
             Accounts receivable                           --               --
             Accounts payable and
                Accrued liabilities                     194,702             --
             Deferred compensation                         --               --
                                                  -------------    -------------
                 Net cash provided by
                 (used in) operating activities      (1,466,562)               0

Cash flows from financing activities
     Advances from (repayments to) directors and
        stockholders, net                             1,463,607             --

                                                  -------------    -------------
     Net cash provided by (used in) financing
     activities                                       1,463,607             --
                                                  -------------    -------------
     NET INCREASE (DECREASE) IN CASH                       --               --

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





<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
                                          Common                    Additional                 Stockholders'
                                          Shares       Common        Paid-in     Accumulated       Equity
                                       Outstanding      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            6,600,000         6,600     5,471,400          --        5,478,000

Issuance of shares to repay
  indebtedness of International
  Apparel Group                          2,650,000         2,650       682,030          --          684,680

Issuance of common Stock to acquire
  YMLA and Cabral licenses                 500,000           500       199,500          --          200,000

Net loss for the nine months ended
  September 30, 2006                          --            --            --      (1,678,359)    (1,678,359)
                                       -----------   ---------------------------------------    -----------
Balance as of September 30, 2006        17,353,826   $    17,354   $ 9,088,409   $(6,451,556)   $ 2,654,007
                                       ===========   =======================================    ===========
</TABLE>












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



<PAGE>

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.

The preparation of Total Luxury Group Inc. (the "Company")  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.

Operations

On June 30, 2006, the Company acquired the International Apparel Group (IAG) for
6.6  million  share 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.

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.


<PAGE>

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 to the allowance
may need to be  significantly  increased,  which would have a negative impact on
operations.

Revenue recognition

Revenue from the sale of apparel is recognized upon the later of (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.



<PAGE>

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
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 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  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.

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 nine months ended June
30, 2006 and the year December 31, 2005 the Company had no components of
comprehensive income.


<PAGE>

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.

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 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 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 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.




<PAGE>

Note 3 - Business activities (continued)

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.

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 6.6  million  shares  of  stock.  The  closing  was on June  30,  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 June 30, 2006, the date of  acquisition.  Under the
purchase  method of accounting,  the Company has allocated the purchase price of
5,478,000  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                 6,715,343
                                           -----------
                 Total Purchase price      $ 5,478,000
                                           ===========


The Company has preliminary  allocated the intangibles pending an appraisal,  as
follows:

                 Trademarks                $ 1,679,000
                 Licenses                    1,679,000
                 Goodwill                    3,357,343
                                           -----------
                 Total Intangibles         $ 6,715,343
                                           ===========



<PAGE>

Note 3 - Business activities (continued)

Pro forma operating results for the nine months ended September 30, 2006 and the
year ended December 31, 2005,  giving effect to the acquisition at the beginning
of the respective periods, is as follows:

                                                  Nine Months
                                                     Ended          Year Ended
                                                 September 30,     December 31,
                                                      2006             2005
                                                 -------------    -------------
        Total revenue                            $     146,585    $     118,715
        Net income(loss)                            (2,078,177)        (681,914)

        Basic and diluted net                       10,311,048        7,603,826
                                                 =============    =============
        Income(loss) per share of Common Stock   $       (0.20)   $        (.09)
                                                 =============    =============


The pro forma  data is  presented  for  informational  purposes  only and is not
necessarily  indicative of future  operations.  The pro forma operating  results
should be read in  conjunction  with the  Company's  Current  Report on Form 8-K
filed on October 2, 1998 with the SEC and all subsequent  filings  amending such
Form 8-K.

Merchandise license agreements

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.


Note 4 - Fixed Assets

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

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








<PAGE>

Note 5 - Capital stock and stock options

(a) Common stock transactions

During 2006, the Company, in addition to the 6.6 million shares of stock that is
issued to acquire IAG and 400,000 shares it acquire the license from Castle hill
apparel and Cabral also issued 2,650,000 shares to reduce certain liabilities of
IAG, including unpaid salaries and loans.

(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 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 in
             prices                            exercisable              years
          ----------------------------------------------------------------------
           $.1875             66,500               66,500                0.1

              .15              2,750                2,750               0.75
                          ---------------------------------------
                              69,250               69,250
                          =======================================




<PAGE>

Note 6 - 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 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.

Note 7 - 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 June 30, 2006 and 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 - Subsequent Events

Subsequent to September 30, 2006, the Company issued 20,804,979 shares to settle
unpaid directors and Officer's fees.

<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  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.


<PAGE>

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 beginning 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").  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.



<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.

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 June 30, 2006, the Company acquired the International Apparel Group (IAG) for
6.6  million  share 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.

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>

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 minimal revenues. The Company incurred  administrative  expenses
of $1.7 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 Three Months Ended  September
30, 2005.

During the nine month period ended  September 30, 2006,  and September 30, 2005,
the Company had minimal revenues. The Company incurred  administrative  expenses
of $1.7 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  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 six 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 June 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 June 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 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


<PAGE>

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.

On June 7, 2006, the Schwartz  Levitsky  Feldman,  LLP resigned as the Company's
auditors.   During  their  term  through  June  7,  2005,   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:  November 20, 2006       Sandy J. Masselli, Jr.,
                               Chief Executive Officer, Chairman of the Board of
                               Directors, and Director