UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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Amendment No. 1
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.
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(Exact name of registrant as specified in its charter)
Delaware 0 - 50752 98-0404764
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(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
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(Address of principal executive offices)
(416) 213-0028
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(Registrant's telephone number)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
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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").
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 Amendment, 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 exchangeable shares
of stock of MG Holdings, and cash compensation for its inventory. The 750,000
exchangeable shares of stock of MG Holdings to be issued to Sweet Valley will be
exchangeable for shares of common stock of the Company at a ratio of two shares
of common stock of the Company for each exchangeable share of MG Holdings.
On June 21, 2004, the Company issued a press release with respect to the
foregoing. A copy of the press release is attached as Exhibit 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
Exhibit Number Description
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10.3 Asset Purchase Amending Agreement dated June 21, 2004 By
and Among Monaco Group Inc, MG Holdings Inc., and Sweet
Valley Foods Inc.
99.2 Press Release dated June 21, 2004
SIGNATURES
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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
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Peter Nelipa
Chief Executive Officer
(Duly Authorized Officer)
Date: June 21, 2004
EXHIBIT INDEX
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Exhibit Number Description
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10.3 Asset Purchase Amending Agreement dated June 21, 2004 By
and Among Monaco Group Inc, MG Holdings Inc., and Sweet
Valley Foods Inc.
99.2 Press Release dated June 21, 2004