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): July 27, 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 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").  Sweet Valley
is a  manufacturer,  processor,  and  distributor  of sugar  and  other  grocery
products.

On June 21, 2004,  the parties  entered into Asset Purchase  Amending  Agreement
(the "Amendment") to amend certain  provisions of the Asset Purchase  Agreement.
Under the terms of the Asset Purchase  Agreement,  as modified by the Amendment,
Sweet Valley would 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  exchangeable  shares of stock of MG Holdings (the  "Exchangeable
Shares"),   and  cash   compensation   for  its  inventory   (the  "Sugar  Asset
Transaction").

On July 27, 2004, the parties completed the Sugar Asset  Transaction.  The value
of the  inventory  purchased,  as at July 1,  2004,  was  $282,724.78  (Canadian
Dollars).  Couprie,  Fenton Inc., a corporation owned by certain shareholders of
Sweet  Valley,  has agreed to finance  this  inventory  purchase on a short-term
basis.  The  cash  paid by MG  Holdings  at  closing  was  $80,000.00  (Canadian
Dollars).  Burgio Family Holdings Inc., the largest  shareholder of the Company,
agreed to loan funds to the Company to complete  this  purchase.  For  financial
reporting  purposes,  this transaction will be effective as of July 1, 2004. The
assets acquired will continue to be used to manufacture, process, and distribute
sugar. Sweet Valley has agreed to change its name within 30 days.

The  following  is a  summary  description  of  the  Exchangeable  Shares.  Such
description  is  qualified  in its  entirety by  reference  to (i) the  Exchange
Agreement,  dated as of July 27, 2004, by and among Sweet  Valley,  MG Holdings,
and the Company ("Exchange Agreement"), (ii) the Certificate of Incorporation of
MG Holdings, dated November 10, 2003 ("MG Holdings Certificate"),  and (iii) the
Amendment to the  Certificate of  Incorporation  of MG Holdings,  dated July 16,
2004 ("MG Holdings Certificate Amendment"). Copies of the Exchange Agreement, MG
Holdings Certificate,  and MG Holdings Certificate Amendment are attached hereto
as Exhibits 4.3 to 4.5.

     (i)    Each Exchangeable Share may be  exchanged  for two shares of Company
common stock.

     (ii)   On  not less than 30 days prior  notice, MG Holdings may redeem some
or all of the then outstanding  Exchangeable  Shares  ("Redemption") on any date
selected  by its board of  directors  for the  price of $1.25  per  Exchangeable
Share.

     (iii)  Holders  of  Exchangeable  Shares  shall  have  until the  10th  day
immediately preceding the Redemption to elect, by written notice to the Company,
to exchange the Exchangeable Shares for Company common stock.




<PAGE>






The Company has formed a new subsidiary called Sweet Valley Food Corporation, an
Ontario corporation,  to operate the business and assets acquired by MG Holdings
Inc.

Skyway Wholesale  Grocers Inc., a subsidiary of Burgio Family Holdings Inc., the
Company's largest  shareholder,  buys approximately 10% of the sugar distributed
by Sweet Valley each year.  The price paid by Skyway  Wholesale  Grocers for the
sugar is in line with market rates.

Leo  Couprie,  a director of Sweet  Valley,  has been  appointed to the board of
directors of the Company.  Mr.  Couprie is also the Chairman of Couprie,  Fenton
Inc.  Tyrone  Ganpaul,  a director  of Sweet  Valley,  has been  appointed  Vice
President of the Company.

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
-------------------------------------------------

On July 27, 2004, as part of the Sugar Asset Transaction, the Board of Directors
of the Company  ("Board"),  acting by unanimous  written consent,  appointed Leo
Couprie to the Board of the Company and appointed  Tyrone  Ganpaul to the office
of Vice President of the Company.

Leo Couprie  serves on the board of directors of Sweet  Valley.  Mr.  Couprie is
also the Chairman of Couprie,  Fenton Inc., a company he co-founded in 1986. For
1994 to 1996, Mr. Couprie was the President of C&F Meat Brokers and from 1974 to
1984, a trader for Canada Packers Limited,  International  Division. Mr. Couprie
also serves on the board of directors of Mortgage Central and Voyager Group Inc.
Since  2001,  he has  served  as the  Chair of  Seneca  College's  International
Business Advisory Board.

Tyrone  Ganpaul is currently the  president and a director of Sweet Valley.  Mr.
Ganpaul  has a wide  ranging  experience  in  financial  management,  marketing,
control, and development for a number of business environments  especially food,
consumer  products and resource  products.  From 2001 to 1994, he was a business
development  consultant for various  companies,  including  Goudas Food Products
Company Limited.  From 1987 to 1994, Mr. Ganpaul was Vice President  Finance for
Export  Packers  Company  Limited.  Mr.  Ganpaul has a degree in  Economics  and
Business Administration from the University of Guyana and a RIA diploma from the
Society of Management Accountants (formerly the Society of Registered Industrial
Accountants).

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 October 11, 2004.

(b)  Pro forma financial information.




<PAGE>






     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 October 11, 2004.

(c)  Exhibits

Exhibit Number      Description
--------------      -----------

4.3                 Exchange Agreement,  dated as of July 27, 2004, by and among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.

4.4                 Certificate of Incorporation of MG Holdings,  dated November
                    10, 2003

4.5                 Amendment  to  the  Certificate  of   Incorporation   of  MG
                    Holdings, dated July 16, 2004

10.2                Asset  Purchase  Agreement  dated May 25,  2004 by and among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.  (incorporated by reference from the Company's  Current
                    Report on Form 8-K filed with the SEC on May 28, 2004).

10.3                Asset Purchase Amending Agreement dated June 21, 2004 by and
                    among Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley
                    Foods Inc.  (incorporated  by reference  from the  Company's
                    Current  Report on Form 8-K/A filed with the SEC on June 22,
                    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 2, 2004



<PAGE>






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

Exhibit Number      Description
--------------      -----------

4.3                 Exchange Agreement,  dated as of July 27, 2004, by and among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.

4.4                 Certificate of Incorporation of MG Holdings,  dated November
                    10, 2003

4.5                 Amendment  to  the  Certificate  of   Incorporation   of  MG
                    Holdings, dated July 16, 2004

10.2                Asset  Purchase  Agreement  dated May 25,  2004 by and among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.  (incorporated by reference from the Company's  Current
                    Report on Form 8-K filed with the SEC on May 28, 2004).

10.3                Asset Purchase Amending Agreement dated June 21, 2004 by and
                    among Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley
                    Foods Inc.  (incorporated  by reference  from the  Company's
                    Current  Report on Form 8-K/A filed with the SEC on June 22,
                    2004).
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{"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": "04947882"}, "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): July 27, 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 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").  Sweet Valley
is a  manufacturer,  processor,  and  distributor  of sugar  and  other  grocery
products.

On June 21, 2004,  the parties  entered into Asset Purchase  Amending  Agreement
(the "Amendment") to amend certain  provisions of the Asset Purchase  Agreement.
Under the terms of the Asset Purchase  Agreement,  as modified by the Amendment,
Sweet Valley would 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  exchangeable  shares of stock of MG Holdings (the  "Exchangeable
Shares"),   and  cash   compensation   for  its  inventory   (the  "Sugar  Asset
Transaction").

On July 27, 2004, the parties completed the Sugar Asset  Transaction.  The value
of the  inventory  purchased,  as at July 1,  2004,  was  $282,724.78  (Canadian
Dollars).  Couprie,  Fenton Inc., a corporation owned by certain shareholders of
Sweet  Valley,  has agreed to finance  this  inventory  purchase on a short-term
basis.  The  cash  paid by MG  Holdings  at  closing  was  $80,000.00  (Canadian
Dollars).  Burgio Family Holdings Inc., the largest  shareholder of the Company,
agreed to loan funds to the Company to complete  this  purchase.  For  financial
reporting  purposes,  this transaction will be effective as of July 1, 2004. The
assets acquired will continue to be used to manufacture, process, and distribute
sugar. Sweet Valley has agreed to change its name within 30 days.

The  following  is a  summary  description  of  the  Exchangeable  Shares.  Such
description  is  qualified  in its  entirety by  reference  to (i) the  Exchange
Agreement,  dated as of July 27, 2004, by and among Sweet  Valley,  MG Holdings,
and the Company ("Exchange Agreement"), (ii) the Certificate of Incorporation of
MG Holdings, dated November 10, 2003 ("MG Holdings Certificate"),  and (iii) the
Amendment to the  Certificate of  Incorporation  of MG Holdings,  dated July 16,
2004 ("MG Holdings Certificate Amendment"). Copies of the Exchange Agreement, MG
Holdings Certificate,  and MG Holdings Certificate Amendment are attached hereto
as Exhibits 4.3 to 4.5.

     (i)    Each Exchangeable Share may be  exchanged  for two shares of Company
common stock.

     (ii)   On  not less than 30 days prior  notice, MG Holdings may redeem some
or all of the then outstanding  Exchangeable  Shares  ("Redemption") on any date
selected  by its board of  directors  for the  price of $1.25  per  Exchangeable
Share.

     (iii)  Holders  of  Exchangeable  Shares  shall  have  until the  10th  day
immediately preceding the Redemption to elect, by written notice to the Company,
to exchange the Exchangeable Shares for Company common stock.
The Company has formed a new subsidiary called Sweet Valley Food Corporation, an
Ontario corporation,  to operate the business and assets acquired by MG Holdings
Inc.

Skyway Wholesale  Grocers Inc., a subsidiary of Burgio Family Holdings Inc., the
Company's largest  shareholder,  buys approximately 10% of the sugar distributed
by Sweet Valley each year.  The price paid by Skyway  Wholesale  Grocers for the
sugar is in line with market rates.

Leo  Couprie,  a director of Sweet  Valley,  has been  appointed to the board of
directors of the Company.  Mr.  Couprie is also the Chairman of Couprie,  Fenton
Inc.  Tyrone  Ganpaul,  a director  of Sweet  Valley,  has been  appointed  Vice
President of the Company.

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
-------------------------------------------------

On July 27, 2004, as part of the Sugar Asset Transaction, the Board of Directors
of the Company  ("Board"),  acting by unanimous  written consent,  appointed Leo
Couprie to the Board of the Company and appointed  Tyrone  Ganpaul to the office
of Vice President of the Company.

Leo Couprie  serves on the board of directors of Sweet  Valley.  Mr.  Couprie is
also the Chairman of Couprie,  Fenton Inc., a company he co-founded in 1986. For
1994 to 1996, Mr. Couprie was the President of C&F Meat Brokers and from 1974 to
1984, a trader for Canada Packers Limited,  International  Division. Mr. Couprie
also serves on the board of directors of Mortgage Central and Voyager Group Inc.
Since  2001,  he has  served  as the  Chair of  Seneca  College's  International
Business Advisory Board.

Tyrone  Ganpaul is currently the  president and a director of Sweet Valley.  Mr.
Ganpaul  has a wide  ranging  experience  in  financial  management,  marketing,
control, and development for a number of business environments  especially food,
consumer  products and resource  products.  From 2001 to 1994, he was a business
development  consultant for various  companies,  including  Goudas Food Products
Company Limited.  From 1987 to 1994, Mr. Ganpaul was Vice President  Finance for
Export  Packers  Company  Limited.  Mr.  Ganpaul has a degree in  Economics  and
Business Administration from the University of Guyana and a RIA diploma from the
Society of Management Accountants (formerly the Society of Registered Industrial
Accountants).

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 October 11, 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 October 11, 2004.

(c)  Exhibits

Exhibit Number      Description
--------------      -----------

4.3                 Exchange Agreement,  dated as of July 27, 2004, by and among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.

4.4                 Certificate of Incorporation of MG Holdings,  dated November
                    10, 2003

4.5                 Amendment  to  the  Certificate  of   Incorporation   of  MG
                    Holdings, dated July 16, 2004

10.2                Asset  Purchase  Agreement  dated May 25,  2004 by and among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.  (incorporated by reference from the Company's  Current
                    Report on Form 8-K filed with the SEC on May 28, 2004).

10.3                Asset Purchase Amending Agreement dated June 21, 2004 by and
                    among Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley
                    Foods Inc.  (incorporated  by reference  from the  Company's
                    Current  Report on Form 8-K/A filed with the SEC on June 22,
                    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 2, 2004
EXHIBIT INDEX
                                  -------------

Exhibit Number      Description
--------------      -----------

4.3                 Exchange Agreement,  dated as of July 27, 2004, by and among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.

4.4                 Certificate of Incorporation of MG Holdings,  dated November
                    10, 2003

4.5                 Amendment  to  the  Certificate  of   Incorporation   of  MG
                    Holdings, dated July 16, 2004

10.2                Asset  Purchase  Agreement  dated May 25,  2004 by and among
                    Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley Foods
                    Inc.  (incorporated by reference from the Company's  Current
                    Report on Form 8-K filed with the SEC on May 28, 2004).

10.3                Asset Purchase Amending Agreement dated June 21, 2004 by and
                    among Monaco Group Inc, MG Holdings  Inc.,  and Sweet Valley
                    Foods Inc.  (incorporated  by reference  from the  Company's
                    Current  Report on Form 8-K/A filed with the SEC on June 22,
                    2004).