EXHIBIT 3.2.2

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                                MONACO GROUP INC.

MONACO  GROUP INC., a  corporation  organized  and  existing  pursuant to and by
virtue of the  General  Corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY:

FIRST:  Acting by unanimous written consent in accordance with the provisions of
Section  141(f) of the General  Corporation  Law of the State of  Delaware,  the
Board of Directors of MONACO GROUP INC. duly adopted resolutions setting forth a
proposed  amendment of the  Certificate of  Incorporation  of said  corporation,
declaring  said  amendment to be  advisable.  The  resolution  setting forth the
proposed amendment is as follows:

RESOLVED,  that the Certificate of  Incorporation of this corporation be amended
by changing  the Article  thereof  numbered  "FIRST" so that,  as amended,  that
Article shall be and specify as follows:

"FIRST: The name of the corporation is Loretta Food Group Inc."

SECOND:  That said  amendment  was duly approved and adopted by the holders of a
majority of the issued and outstanding shares of this  corporation's  $0.001 par
value  common  stock at a meeting  of this  corporation's  shareholders  held on
December 23rd,  2004, in accordance  with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.

IN WITNESS  WHEREOF,  said MONACO GROUP INC. has caused this  certificate  to be
signed by Al Burgio, an Authorized Officer, this 28th day of February, 2005.

By:
- --------------------
Al Burgio,
President

BY ORDER OF THE BOARD OF DIRECTORS

- -------------------------------------
Al Burgio,
President and Chief Executive Officer

Toronto, Ontario, Canada, February 28, 2005