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 2, 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 July 2, 2004,  Suzanne  Lilly  resigned as a director of Monaco Group Inc., a
Delaware corporation (the "Company").  Ms. Lilly will remain the Chief Financial
Officer and Treasurer of the Company.

On that same date,  the Board of Directors of the Company  ("Board"),  acting by
unanimous written consent,  (i) accepted Ms. Lilly's resignation from the Board,
(ii)  increased the size of the Board to four (4) persons,  and (iii)  appointed
Joel Sebastian and William C. Fatica to the Board.

Mr.  Sebastian is the Vice  President of Special  Projects at Bozzuto's  Inc., a
wholesale  distributor  of food  and  household  products  to  retailers  in New
England, New York, New Jersey,  Pennsylvania,  and Maryland,  based in Cheshire,
Connecticut.  Mr.  Sebastian's  career  began in 1958 at Stop and Shop  where he
worked his way up from clerk to store manager while attending Quinnipiac College
where he  earned  his  degree  in  Business  Management.  He went on to work for
Pegnataro's  (a six  store  independent  grocer)  as  the  Director  of  Grocery
Merchandising.  He later  spent 14 years  with  Sweet Life Foods in a variety of
positions  including  Director of  Purchasing  and 8 years at  Bozzuto's as Vice
President of Merchandising and Advertising before accepting the position of Vice
President of Marketing for the Sweet Life Division of Supervalu  (NYSE:  SVU) in
January of 1995. Later that year, Supervalu regionalized their 27 divisions into
7  regions  and Mr.  Sebastian  was  promoted  to  Vice  President  of  Category
Management for the New England  Region.  When  Supervalu  traded the New England
Region to C&S  Wholesalers  in  Bratelboro,  Vermont in 2003,  Joel  returned to
Bozzuto's as Vice President of Special Projects.

As an active member of industry  trade  associations,  Mr.  Sebastian  served as
Chairman of Food Distributors  International (formerly NAWGA) Buyer Merchandiser
Committee, was a Director on Independent Grocer Association Executive Committee,
served on the Independent Grocer Association  ("IGA") Red Oval Advisory Board, a
member of Ralston  Purina's  Advisory  Board, a member of the  Connecticut  Food
Association,   served  on  Mass  Foods  Legislative   Committee  and  Convention
Committees,   a  past  Chairman  and  Director   Emeritus  of  North  East  Food
Distributors  Association  and  currently  serves as Chairman of Food  Marketing
Institute's   Vendor  Distributor   Exchange   ("VENDEX")  and  Annual  Business
Conference (ABC) Convention Committees and is on the Board of Directors for Mass
Foods.  He also served on the  committee  that  developed  Nestle Foods  current
funding program.

Mr. Sebastian is a past Co-Chairman of IGA's MAP conferences and has served as a
guest  speaker for the American  Marketing  Association,  Nestle Foods  National
Convention,   Grocery   Manufacturers  of  America,   Northeast  Wholesale  Food
Distributors  Association,  the Frozen  Food  Association  of New  England,  the
Connecticut/Western   Mass   Knights   of   the   Grip,   Grocery   Manufacturer
Representatives   of  New  England,   Food   Marketing   Institute  and  several
universities and colleges.

In addition to his degree at Quinnipiac  College,  Mr.  Sebastian  continued his
education with the Levinson  Institute,  Zenger Miller and a variety of training
seminars.

Mr.  Fatica  is a partner  of  Corporate  Brand  Specialists,  headquartered  in
Pittsburgh,  Pennsylvania, a company he co-founded in 2001 after he retired from
H.J. Heinz Co. in 2001. His clients include,  Del Monte, H. J. Heinz Co., Knauss
Snack Food Company, and Creekside Springs.

In 1971,  Mr.  Fatica  began  his  career  with the H.J.  Heinz  Co.  as a Sales
Representative  in  Northeastern  Ohio and progressed  through a number of field




<PAGE>






management  positions.  In 1983,  he moved to  Heinz  U.S.A.'s  Headquarters  in
Pittsburgh.  He formed the  National  Accounts  department,  and then went on to
manage a number of internal sales and staff positions.  Most recently he was the
General  Manager of the Heinz Corporate Brand Business Unit. He retired from the
H. J. Heinz Co. in May 2001.

Mr. Fatica is past Vice President of the Northeastern  GMR, served on the VENDEX
Planning  Committee,  and participated in the annual Private Label Manufacturers
Association  Industry  Roundtable.  Mr. Fatica graduated from Ohio University in
Athens,  Ohio.  Following  graduation,  he  served  3 years  in the U.  S.  Army
attaining the rank of First Lieutenant.


                                   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: July 6, 2004
[{"type": "8-K", "sequence": "1", "filename": "monaco8k070204.txt", "description": "MONACO GROUP 8K, 07.02.04", "secsgml_size_bytes": 6885}]
{"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": "04904533"}, "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 2, 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 July 2, 2004,  Suzanne  Lilly  resigned as a director of Monaco Group Inc., a
Delaware corporation (the "Company").  Ms. Lilly will remain the Chief Financial
Officer and Treasurer of the Company.

On that same date,  the Board of Directors of the Company  ("Board"),  acting by
unanimous written consent,  (i) accepted Ms. Lilly's resignation from the Board,
(ii)  increased the size of the Board to four (4) persons,  and (iii)  appointed
Joel Sebastian and William C. Fatica to the Board.

Mr.  Sebastian is the Vice  President of Special  Projects at Bozzuto's  Inc., a
wholesale  distributor  of food  and  household  products  to  retailers  in New
England, New York, New Jersey,  Pennsylvania,  and Maryland,  based in Cheshire,
Connecticut.  Mr.  Sebastian's  career  began in 1958 at Stop and Shop  where he
worked his way up from clerk to store manager while attending Quinnipiac College
where he  earned  his  degree  in  Business  Management.  He went on to work for
Pegnataro's  (a six  store  independent  grocer)  as  the  Director  of  Grocery
Merchandising.  He later  spent 14 years  with  Sweet Life Foods in a variety of
positions  including  Director of  Purchasing  and 8 years at  Bozzuto's as Vice
President of Merchandising and Advertising before accepting the position of Vice
President of Marketing for the Sweet Life Division of Supervalu  (NYSE:  SVU) in
January of 1995. Later that year, Supervalu regionalized their 27 divisions into
7  regions  and Mr.  Sebastian  was  promoted  to  Vice  President  of  Category
Management for the New England  Region.  When  Supervalu  traded the New England
Region to C&S  Wholesalers  in  Bratelboro,  Vermont in 2003,  Joel  returned to
Bozzuto's as Vice President of Special Projects.

As an active member of industry  trade  associations,  Mr.  Sebastian  served as
Chairman of Food Distributors  International (formerly NAWGA) Buyer Merchandiser
Committee, was a Director on Independent Grocer Association Executive Committee,
served on the Independent Grocer Association  ("IGA") Red Oval Advisory Board, a
member of Ralston  Purina's  Advisory  Board, a member of the  Connecticut  Food
Association,   served  on  Mass  Foods  Legislative   Committee  and  Convention
Committees,   a  past  Chairman  and  Director   Emeritus  of  North  East  Food
Distributors  Association  and  currently  serves as Chairman of Food  Marketing
Institute's   Vendor  Distributor   Exchange   ("VENDEX")  and  Annual  Business
Conference (ABC) Convention Committees and is on the Board of Directors for Mass
Foods.  He also served on the  committee  that  developed  Nestle Foods  current
funding program.

Mr. Sebastian is a past Co-Chairman of IGA's MAP conferences and has served as a
guest  speaker for the American  Marketing  Association,  Nestle Foods  National
Convention,   Grocery   Manufacturers  of  America,   Northeast  Wholesale  Food
Distributors  Association,  the Frozen  Food  Association  of New  England,  the
Connecticut/Western   Mass   Knights   of   the   Grip,   Grocery   Manufacturer
Representatives   of  New  England,   Food   Marketing   Institute  and  several
universities and colleges.

In addition to his degree at Quinnipiac  College,  Mr.  Sebastian  continued his
education with the Levinson  Institute,  Zenger Miller and a variety of training
seminars.

Mr.  Fatica  is a partner  of  Corporate  Brand  Specialists,  headquartered  in
Pittsburgh,  Pennsylvania, a company he co-founded in 2001 after he retired from
H.J. Heinz Co. in 2001. His clients include,  Del Monte, H. J. Heinz Co., Knauss
Snack Food Company, and Creekside Springs.

In 1971,  Mr.  Fatica  began  his  career  with the H.J.  Heinz  Co.  as a Sales
Representative  in  Northeastern  Ohio and progressed  through a number of field
management  positions.  In 1983,  he moved to  Heinz  U.S.A.'s  Headquarters  in
Pittsburgh.  He formed the  National  Accounts  department,  and then went on to
manage a number of internal sales and staff positions.  Most recently he was the
General  Manager of the Heinz Corporate Brand Business Unit. He retired from the
H. J. Heinz Co. in May 2001.

Mr. Fatica is past Vice President of the Northeastern  GMR, served on the VENDEX
Planning  Committee,  and participated in the annual Private Label Manufacturers
Association  Industry  Roundtable.  Mr. Fatica graduated from Ohio University in
Athens,  Ohio.  Following  graduation,  he  served  3 years  in the U.  S.  Army
attaining the rank of First Lieutenant.

                                   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: July 6, 2004