UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 20, 2004


                                MONACO GROUP INC.
                                -----------------
             (Exact name of registrant as specified in its charter)

           Delaware                     0 - 50752               98-0404764
           --------                     ---------               ----------
(State or other jurisdiction of      (Commission File        (I.R.S. Employer
incorporation or organization)           Number)          Identification Number)


          20A Voyager Court South, Etobicoke, Ontario, Canada, M9W 5M7
          ------------------------------------------------------------
                    (Address of principal executive offices)


                                 (416) 213-0028
                                 --------------
                         (Registrant's telephone number)



<PAGE>






ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
--------------------------------------------

On July 1, 2004,  Monaco Group Inc.,  a Delaware  corporation  (the  "Company"),
entered into a Share Purchase  Agreement with Amton Inc., a New York corporation
("Amton")  (the  "Share  Purchase  Agreement").  Under  the  terms of the  Share
Purchase  Agreement,  Amton  will  sell to the  Company  all of the  issued  and
outstanding shares of Bayshore Foods Inc., an Ontario corporation  ("Bayshore"),
in  consideration  of a note payable in the amount of $350,000  Canadian dollars
and 400,000 shares of the common stock of the Company ("Transaction").

On August 20, 2004, the parties closed the Transaction.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
-----------------------------------------

(a)  Financial statements of business acquired.

     The  financial  statements  required by this item are not  included in this
Current Report on Form 8-K. These  financial  statements  will be provided in an
amendment  to this  Current  Report on Form 8-K as soon as  practicable,  but no
later than November 15, 2004.

(b)  Pro forma financial information.

     The pro forma financial  information  required by this item is not included
in this Current Report on Form 8-K. These financial  statements will be provided
in an amendment to this Current Report on Form 8-K as soon as  practicable,  but
no later than November 15, 2004.

(c)  Exhibits

Exhibit Number      Description
--------------      -----------
10.4                Share  Purchase  Agreement  dated  July 1, 2004 By and Among
                    Monaco Group Inc. and Amton Inc.  (incorporated by reference
                    from the Company's Current Report on Form 8-K filed with the
                    SEC on July 2, 2004).



<PAGE>






                                   SIGNATURES
                                   ----------

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

                                                Monaco Group Inc.
                                                -----------------
                                                (Registrant)



                                                /s/ Peter Nelipa
                                                -------------------------------
                                                Peter Nelipa
                                                Chief Executive Officer
                                                (Duly Authorized Officer)

                                                Date: August 30, 2004





<PAGE>








                                  EXHIBIT INDEX
                                  -------------

Exhibit Number      Description
--------------      -----------
10.4                Share  Purchase  Agreement  dated  July 1, 2004 By and Among
                    Monaco Group Inc. and Amton Inc.  (incorporated by reference
                    from the Company's Current Report on Form 8-K filed with the
                    SEC on July 2, 2004).
[{"type": "8-K", "sequence": "1", "filename": "monaco8k082004.txt", "description": "MONACO GROUP 8K, 08.20.04", "secsgml_size_bytes": 4461}]
{"company-data": {"conformed-name": "MONACO GROUP INC", "cik": "0001269036", "assigned-sic": "5141", "irs-number": "980404764", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50752", "film-number": "041006160"}, "mail-address": {"street1": "20A VOYAGER CT SOUTH", "city": "ETOBICOKE", "state": "A6", "zip": "M9W 5M7"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 20, 2004

                                MONACO GROUP INC.
                                -----------------
             (Exact name of registrant as specified in its charter)

           Delaware                     0 - 50752               98-0404764
           --------                     ---------               ----------
(State or other jurisdiction of      (Commission File        (I.R.S. Employer
incorporation or organization)           Number)          Identification Number)

          20A Voyager Court South, Etobicoke, Ontario, Canada, M9W 5M7
          ------------------------------------------------------------
                    (Address of principal executive offices)

                                 (416) 213-0028
                                 --------------
                         (Registrant's telephone number)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
--------------------------------------------

On July 1, 2004,  Monaco Group Inc.,  a Delaware  corporation  (the  "Company"),
entered into a Share Purchase  Agreement with Amton Inc., a New York corporation
("Amton")  (the  "Share  Purchase  Agreement").  Under  the  terms of the  Share
Purchase  Agreement,  Amton  will  sell to the  Company  all of the  issued  and
outstanding shares of Bayshore Foods Inc., an Ontario corporation  ("Bayshore"),
in  consideration  of a note payable in the amount of $350,000  Canadian dollars
and 400,000 shares of the common stock of the Company ("Transaction").

On August 20, 2004, the parties closed the Transaction.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
-----------------------------------------

(a)  Financial statements of business acquired.

     The  financial  statements  required by this item are not  included in this
Current Report on Form 8-K. These  financial  statements  will be provided in an
amendment  to this  Current  Report on Form 8-K as soon as  practicable,  but no
later than November 15, 2004.

(b)  Pro forma financial information.

     The pro forma financial  information  required by this item is not included
in this Current Report on Form 8-K. These financial  statements will be provided
in an amendment to this Current Report on Form 8-K as soon as  practicable,  but
no later than November 15, 2004.

(c)  Exhibits

Exhibit Number      Description
--------------      -----------
10.4                Share  Purchase  Agreement  dated  July 1, 2004 By and Among
                    Monaco Group Inc. and Amton Inc.  (incorporated by reference
                    from the Company's Current Report on Form 8-K filed with the
                    SEC on July 2, 2004).
SIGNATURES
                                   ----------

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

                                                Monaco Group Inc.
                                                -----------------
                                                (Registrant)

                                                /s/ Peter Nelipa
                                                -------------------------------
                                                Peter Nelipa
                                                Chief Executive Officer
                                                (Duly Authorized Officer)

                                                Date: August 30, 2004
EXHIBIT INDEX
                                  -------------

Exhibit Number      Description
--------------      -----------
10.4                Share  Purchase  Agreement  dated  July 1, 2004 By and Among
                    Monaco Group Inc. and Amton Inc.  (incorporated by reference
                    from the Company's Current Report on Form 8-K filed with the
                    SEC on July 2, 2004).