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): October 4, 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)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]    Written communications  pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
[_]    Soliciting  material  pursuant to Rule 14a-12  under the Exchange Act (17
       CFR 240.14a-12)
[_]    Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under  the
       Exchange Act (17 CFR 240.14d-2(b))
[_]    Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under  the
       Exchange Act (17 CFR 240.13e-4(c))



<PAGE>






ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
------------------------------------------------------

On October 4, 2004,  Monaco Group Inc., a Delaware  corporation (the "Company"),
entered into a Share  Purchase  Agreement  with Burgio Family  Holdings Inc., an
Ontario  corporation  ("Burgio  Holdings"),  ALBAR  Capital  Corp.,  an  Ontario
corporation  ("ALBAR"),  Monaco  (Canada) Inc., an Ontario  corporation  and the
Company's  wholly-owned   subsidiary  ("Monaco  Canada")  (the  "Share  Purchase
Agreement").

Stock for Stock  Transaction.  Under the terms of the Share Purchase  Agreement,
----------------------------
Burgio  Holdings  will sell to Monaco  Canada all of the issued and  outstanding
shares of LF Acquisition Corp., an Ontario corporation ("LF  Acquisition"),  and
LF Licensed Products, a Delaware  corporation ("LF Licensed"),  in consideration
of 3,000,000 shares of Class A Preferred Shares of Monaco Canada.  Additionally,
ALBAR will sell to Monaco Canada all of the issued and outstanding  shares of LF
Brands Inc., an Ontario corporation ("LF Brands"), in consideration of 7,000,000
shares of Class A Preferred Shares.

LF Acquisition has a wholly-owned subsidiary,  Loretta Foods Limited, an Ontario
corporation.  LF  Brands  is the  majority  shareholder  of  Golden  Gate  Flour
Corporation, an Ontario corporation, and has an option to purchase the remaining
interest.  LF Brands also  controls  1608285  Ontario  Ltd.  and Loretta  Baking
Products Inc.

Description  of Shares to be  Issued.  The  Class A  Preferred  Shares of Monaco
------------------------------------
Canada  do not  exist as of the date  hereof.  The  Company  shall,  as the sole
shareholder  of the Monaco  Canada,  sanction  and approve as  necessary  and in
respect of which Articles of Amendment of the Monaco Canada shall be approved by
the  Company  as sole  shareholder  of the  Monaco  Canada  and by the  Board of
Directors of the Monaco  Canada and filed by the Monaco Canada to allow for such
shares to be issued.  The Class A Preferred  Shares of Monaco  Canada shall have
the following characteristics: (i) they shall rank prior to Monaco Canada common
stock, (ii) in the event of the liquidation, dissolution or winding up of Monaco
Canada,  they  shall be  entitled  to a  distribution  equal to $1.00  (Canadian
Dollars) per share before any payment is made to holders of Monaco Canada common
stock or any other class or series of Monaco Canada  stock;  (iii) they shall be
non-voting,  except as to  matters  relating  solely  to the  Class A  Preferred
Shares; (iv) each share may be put to Monaco Canada by the holder, at the option
of the holder at $1.00 (Canadian Dollars) per share ("Put Rights"); and (v) they
shall  entitle the holder to receive  dividends at the annual rate of $0.045 per
share per annum ("Dividends").

Guarantees. The Company shall guarantee the obligations of Monaco Canada related
----------
to the payment of consideration  due for Dividends and Put Rights related to the
Class A Preferred  Shares.  The Company  shall also  guarantee an existing  loan
between Burgio  Holdings,  as lender,  and LF Acquisition,  as borrower,  in the
principal amount of $1,778,884 Canadian dollars.

Material  Relationships.  Burgio Holdings is the Company's largest  stockholder.
-----------------------
ALBAR is controlled by Burgio Holdings.

Closing.   We  anticipate  that  this   Transaction  will  be  approved  by  our
-------
shareholders on or about November 19, 2004 and should close as soon  practicable
thereafter.


ITEM 5.02.  ELECTION OF DIRECTORS
---------------------------------

On October 7, 2004, Peter Nelipa resigned as a member of our Board of Directors,
creating a  vacancy.  Mr.  Nelipa  will  continue  to serve as an officer of the
Company and perform the duties and responsibilities attendant therewith.





<PAGE>






On October 7, 2004, William "Bill" Rancic was appointed as a member of our Board
of Directors,  and on that date Mr. Rancic accepted his appointment as such. Mr.
Rancic will serve as a member of our Board of Directors until his resignation or
until his replacement is elected or appointed.

Mr.  Rancic is the  winner of the  Donald  Trump NBC Show "The  Apprentice"  and
author of "You're  Hired:  How to Succeed in Business and Life".  Mr.  Rancic is
also the founder and current president of The Ranley Group o/a Cigars Around the
World ("CAW"),  which is now owned by Gran Reserve Corporation,  a subsidiary of
Synergy Brands Inc., a reporting issuer.  Mr. Rancic has also been a director of
Synergy   Brands   Inc.   since   June  2004.   Founded   in  1995,   CAW  is  a
supplier/distributor  of premium  cigar  products  with  principal  offices  and
distribution facilities in Chicago, Illinois and Miami, Florida. Mr. Rancic is a
1992 Graduate of Loyola University  Chicago with a Bachelor's Degree in criminal
justice.

Our Board of Directors has no committees; therefore, Mr. Rancic will not service
on any committee.

Rancic was given 100,000 shares of Company common stock as consideration for his
service as a director.  Other than this  issuance  of stock,  there have been no
related party  transactions  between Rancic and Company to be disclosed pursuant
to Item 404(a) of Regulation S-B.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------------------

(c)    Exhibits

Exhibit Number       Description
--------------       -----------
10.5                 Share  Purchase  Agreement,  dated  October 4, 2004, by and
                     among Monaco Group Inc., Burgio Family Holdings Inc., Albar
                     Capital Corp., and Monaco (Canada) Inc.


                                   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: October 8, 2004



<PAGE>








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


Exhibit Number       Description
--------------       -----------
10.5                 Share  Purchase  Agreement,  dated  October 4, 2004, by and
                     among Monaco Group Inc., Burgio Family Holdings Inc., Albar
                     Capital Corp., and Monaco (Canada) Inc.
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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": "041072167"}, "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): October 4, 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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]    Written communications  pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
[_]    Soliciting  material  pursuant to Rule 14a-12  under the Exchange Act (17
       CFR 240.14a-12)
[_]    Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under  the
       Exchange Act (17 CFR 240.14d-2(b))
[_]    Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under  the
       Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
------------------------------------------------------

On October 4, 2004,  Monaco Group Inc., a Delaware  corporation (the "Company"),
entered into a Share  Purchase  Agreement  with Burgio Family  Holdings Inc., an
Ontario  corporation  ("Burgio  Holdings"),  ALBAR  Capital  Corp.,  an  Ontario
corporation  ("ALBAR"),  Monaco  (Canada) Inc., an Ontario  corporation  and the
Company's  wholly-owned   subsidiary  ("Monaco  Canada")  (the  "Share  Purchase
Agreement").

Stock for Stock  Transaction.  Under the terms of the Share Purchase  Agreement,
----------------------------
Burgio  Holdings  will sell to Monaco  Canada all of the issued and  outstanding
shares of LF Acquisition Corp., an Ontario corporation ("LF  Acquisition"),  and
LF Licensed Products, a Delaware  corporation ("LF Licensed"),  in consideration
of 3,000,000 shares of Class A Preferred Shares of Monaco Canada.  Additionally,
ALBAR will sell to Monaco Canada all of the issued and outstanding  shares of LF
Brands Inc., an Ontario corporation ("LF Brands"), in consideration of 7,000,000
shares of Class A Preferred Shares.

LF Acquisition has a wholly-owned subsidiary,  Loretta Foods Limited, an Ontario
corporation.  LF  Brands  is the  majority  shareholder  of  Golden  Gate  Flour
Corporation, an Ontario corporation, and has an option to purchase the remaining
interest.  LF Brands also  controls  1608285  Ontario  Ltd.  and Loretta  Baking
Products Inc.

Description  of Shares to be  Issued.  The  Class A  Preferred  Shares of Monaco
------------------------------------
Canada  do not  exist as of the date  hereof.  The  Company  shall,  as the sole
shareholder  of the Monaco  Canada,  sanction  and approve as  necessary  and in
respect of which Articles of Amendment of the Monaco Canada shall be approved by
the  Company  as sole  shareholder  of the  Monaco  Canada  and by the  Board of
Directors of the Monaco  Canada and filed by the Monaco Canada to allow for such
shares to be issued.  The Class A Preferred  Shares of Monaco  Canada shall have
the following characteristics: (i) they shall rank prior to Monaco Canada common
stock, (ii) in the event of the liquidation, dissolution or winding up of Monaco
Canada,  they  shall be  entitled  to a  distribution  equal to $1.00  (Canadian
Dollars) per share before any payment is made to holders of Monaco Canada common
stock or any other class or series of Monaco Canada  stock;  (iii) they shall be
non-voting,  except as to  matters  relating  solely  to the  Class A  Preferred
Shares; (iv) each share may be put to Monaco Canada by the holder, at the option
of the holder at $1.00 (Canadian Dollars) per share ("Put Rights"); and (v) they
shall  entitle the holder to receive  dividends at the annual rate of $0.045 per
share per annum ("Dividends").

Guarantees. The Company shall guarantee the obligations of Monaco Canada related
----------
to the payment of consideration  due for Dividends and Put Rights related to the
Class A Preferred  Shares.  The Company  shall also  guarantee an existing  loan
between Burgio  Holdings,  as lender,  and LF Acquisition,  as borrower,  in the
principal amount of $1,778,884 Canadian dollars.

Material  Relationships.  Burgio Holdings is the Company's largest  stockholder.
-----------------------
ALBAR is controlled by Burgio Holdings.

Closing.   We  anticipate  that  this   Transaction  will  be  approved  by  our
-------
shareholders on or about November 19, 2004 and should close as soon  practicable
thereafter.

ITEM 5.02.  ELECTION OF DIRECTORS
---------------------------------

On October 7, 2004, Peter Nelipa resigned as a member of our Board of Directors,
creating a  vacancy.  Mr.  Nelipa  will  continue  to serve as an officer of the
Company and perform the duties and responsibilities attendant therewith.
On October 7, 2004, William "Bill" Rancic was appointed as a member of our Board
of Directors,  and on that date Mr. Rancic accepted his appointment as such. Mr.
Rancic will serve as a member of our Board of Directors until his resignation or
until his replacement is elected or appointed.

Mr.  Rancic is the  winner of the  Donald  Trump NBC Show "The  Apprentice"  and
author of "You're  Hired:  How to Succeed in Business and Life".  Mr.  Rancic is
also the founder and current president of The Ranley Group o/a Cigars Around the
World ("CAW"),  which is now owned by Gran Reserve Corporation,  a subsidiary of
Synergy Brands Inc., a reporting issuer.  Mr. Rancic has also been a director of
Synergy   Brands   Inc.   since   June  2004.   Founded   in  1995,   CAW  is  a
supplier/distributor  of premium  cigar  products  with  principal  offices  and
distribution facilities in Chicago, Illinois and Miami, Florida. Mr. Rancic is a
1992 Graduate of Loyola University  Chicago with a Bachelor's Degree in criminal
justice.

Our Board of Directors has no committees; therefore, Mr. Rancic will not service
on any committee.

Rancic was given 100,000 shares of Company common stock as consideration for his
service as a director.  Other than this  issuance  of stock,  there have been no
related party  transactions  between Rancic and Company to be disclosed pursuant
to Item 404(a) of Regulation S-B.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------------------

(c)    Exhibits

Exhibit Number       Description
--------------       -----------
10.5                 Share  Purchase  Agreement,  dated  October 4, 2004, by and
                     among Monaco Group Inc., Burgio Family Holdings Inc., Albar
                     Capital Corp., and Monaco (Canada) Inc.

                                   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: October 8, 2004
EXHIBIT INDEX
                                  -------------

Exhibit Number       Description
--------------       -----------
10.5                 Share  Purchase  Agreement,  dated  October 4, 2004, by and
                     among Monaco Group Inc., Burgio Family Holdings Inc., Albar
                     Capital Corp., and Monaco (Canada) Inc.