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): May 25, 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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE
--------------------------------------------------

On May 25,  2004,  Monaco  Group  Inc.  (the  "Company")  entered  into an Asset
Purchase Agreement with Sweet Valley Foods Inc., an Ontario  corporation ("Sweet
Valley"),  and MG  Holdings  Inc.,  an  Ontario  corporation  and the  Company's
wholly-owned subsidiary ("MG Holdings") (the "Asset Purchase Agreement").  Under
the terms of the Asset Purchase Agreement, Sweet Valley will sell to MG Holdings
its assets  related to the  manufacturing,  processing,  and selling of sugar in
consideration of $80,000  Canadian  dollars in cash,  750,000 shares of Series A
Preferred  Stock  of the  Company,  and  cash  compensation  for  its  inventory
(estimated at approximately $250,000 Canadian dollars) ("Sugar Transaction").

As a condition  to closing of the Sugar  Transaction,  the  shareholders  of the
Company must approve an amendment to the Company's  Certificate of Incorporation
to authorize  shares of preferred  stock,  and subsequent to that approval,  the
board of  directors  of the Company  must  provide for the  issuance of Series A
Preferred  Stock, and fix the number of shares and to determine for such series,
such voting powers,  full or limited, or no voting powers, and such designation,
preferences,  and relative,  participating,  optional,  or other rights and such
qualifications, limitations, or restrictions thereof.

With respect to the amendment to the  Company's  Certificate  of  Incorporation,
reference is hereby made to the Company's  preliminary  Information Statement on
Schedule 14C filed with the U.S.  Securities and Exchange  Commission on May 26,
2004.

On May 26,  2004,  the  Company  issued  a press  release  with  respect  to the
foregoing. A copy of the press release is attached as Exhibit 99.1 hereto.


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

(c)  Exhibits

Exhibit Number      Description
--------------      ------------------------------------------------------------
10.2                Asset  Purchase  Agreement  dated May 25,  2004 By and Among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.

99.1                Press Release dated May 26, 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: May 28, 2004



<PAGE>








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


Exhibit Number      Description
--------------      ------------------------------------------------------------
10.2                Asset  Purchase  Agreement  dated May 25,  2004 By and Among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.

99.1                Press Release dated May 26, 2004
[{"type": "8-K", "sequence": "1", "filename": "monaco8k052504.txt", "description": "MONACO GROUP 8K, 05.25.04", "secsgml_size_bytes": 5041}]
{"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": "04838826"}, "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): May 25, 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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE
--------------------------------------------------

On May 25,  2004,  Monaco  Group  Inc.  (the  "Company")  entered  into an Asset
Purchase Agreement with Sweet Valley Foods Inc., an Ontario  corporation ("Sweet
Valley"),  and MG  Holdings  Inc.,  an  Ontario  corporation  and the  Company's
wholly-owned subsidiary ("MG Holdings") (the "Asset Purchase Agreement").  Under
the terms of the Asset Purchase Agreement, Sweet Valley will sell to MG Holdings
its assets  related to the  manufacturing,  processing,  and selling of sugar in
consideration of $80,000  Canadian  dollars in cash,  750,000 shares of Series A
Preferred  Stock  of the  Company,  and  cash  compensation  for  its  inventory
(estimated at approximately $250,000 Canadian dollars) ("Sugar Transaction").

As a condition  to closing of the Sugar  Transaction,  the  shareholders  of the
Company must approve an amendment to the Company's  Certificate of Incorporation
to authorize  shares of preferred  stock,  and subsequent to that approval,  the
board of  directors  of the Company  must  provide for the  issuance of Series A
Preferred  Stock, and fix the number of shares and to determine for such series,
such voting powers,  full or limited, or no voting powers, and such designation,
preferences,  and relative,  participating,  optional,  or other rights and such
qualifications, limitations, or restrictions thereof.

With respect to the amendment to the  Company's  Certificate  of  Incorporation,
reference is hereby made to the Company's  preliminary  Information Statement on
Schedule 14C filed with the U.S.  Securities and Exchange  Commission on May 26,
2004.

On May 26,  2004,  the  Company  issued  a press  release  with  respect  to the
foregoing. A copy of the press release is attached as Exhibit 99.1 hereto.

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

(c)  Exhibits

Exhibit Number      Description
--------------      ------------------------------------------------------------
10.2                Asset  Purchase  Agreement  dated May 25,  2004 By and Among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.

99.1                Press Release dated May 26, 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: May 28, 2004
EXHIBIT INDEX
                                  -------------

Exhibit Number      Description
--------------      ------------------------------------------------------------
10.2                Asset  Purchase  Agreement  dated May 25,  2004 By and Among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.

99.1                Press Release dated May 26, 2004