SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended March 31, 2004

                                       OR

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

         For the transition period from             to             .
                                       ------------   -------------

                        Commission File Number: 0 - 50752

                                MONACO GROUP INC.
                                -----------------
             (Exact name of registrant as specified in its charter)


           Delaware                                        98-0404764
           --------                                        ----------
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                               Number)

                       20A Voyager Court South, Etobicoke,
                            Ontario, Canada, M9W 5M7
                       -----------------------------------
                    (Address of principal executive offices)

                                 (416) 213-0028
                                 --------------
                           (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes [_]   No [X]

At May 24, 2004, the registrant had 4,446,500 shares of Common Stock, no par
value, issued and outstanding.

Transitional Small Business Disclosure Format (check one):  Yes [_]  No [X]




<PAGE>






                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.  FINANCIAL STATEMENTS
-----------------------------













                                MONACO GROUP INC.
                                -----------------

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004

                             (Stated in US Dollars)
                              --------------------

                                   (Unaudited)
































                                        2
<PAGE>






                                MONACO GROUP INC.
                                -----------------
                       INTERIM CONSOLIDATED BALANCE SHEETS
                      March 31, 2004 and December 31, 2003
                             (Stated in US Dollars)
                              --------------------
                                   (Unaudited)


                                                (Unaudited)        (Audited)
                                                 March 31,        December 31,
                                                    2004              2003
                                               --------------    --------------

                                     ASSETS
                                     ------

Current
  Cash                                         $      17,024     $       6,977
  Accounts receivable                                 29,957                 -
                                               --------------    --------------

                                               $      46,981     $       6,977
                                               ==============    ==============


                                   LIABILITIES
                                   -----------

Current
  Accounts payable and accrued liabilities     $      21,240     $       4,110
  Loans from related party - Note 3                   20,000             1,595
  Advances from related party - Note 3                21,565                 -
                                               --------------    --------------

                                                      62,805             5,705
                                               --------------    --------------


                        STOCKHOLDERS' EQUITY (DEFICIENCY)
                        ---------------------------------

Common stock, $0.001 par value - Note 4
  10,000,000 shares authorized
  4,446,500 shares issued and outstanding              4,447             4,447
Additional paid-in capital                            80,203            80,203
Accumulated deficit                                ( 100,474)         ( 83,378)
                                               --------------    --------------

                                                    ( 15,824)            1,272
                                               --------------    --------------

                                               $      46,981     $       6,977
                                               ==============    ==============



Nature and Continuance of Operations - Note 1
Commitments - Notes 3 and 4














                             SEE ACCOMPANYING NOTES
                                        3
<PAGE>






                                MONACO GROUP INC.
                                -----------------
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                    for the three months ended March 31, 2004
                             (Stated in US Dollars)
                              --------------------
                                   (Unaudited)






Revenue
   Sales                                                         $      35,068

   Cost of sales                                                        33,788
                                                                 --------------

   Gross profit                                                          1,280
                                                                 --------------

General and Administrative Expenses
   Accounting and audit fees                                             2,000
   Bank charges and interest                                               129
   Filing and regulatory fees                                            1,385
   Legal fees                                                           14,237
   Transfer agent fees                                                     625
                                                                 --------------

                                                                        18,376
                                                                 --------------

Net loss for the period                                          $  (   17,096)
                                                                 ==============

Basic loss per share                                             $  (     0.00)
                                                                 ==============


Weighted average number of shares outstanding                        4,446,500
                                                                 ==============




















                             SEE ACCOMPANYING NOTES
                                        4
<PAGE>






                                MONACO GROUP INC.
                                -----------------
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                    for the three months ended March 31, 2004
                             (Stated in US Dollars)
                              --------------------
                                   (Unaudited)


Cash flows from Operating Activities
   Net loss for the period                                       $  (   17,096)
   Changes in non-cash working capital item:
     Accounts receivable                                            (   29,957)
     Accounts payable and accrued liabilities                           17,130
                                                                 --------------

                                                                    (   29,923)
                                                                 --------------

Cash flow from Financing Activities
   Loans from related party                                             18,405
   Advances from related party                                          21,565
                                                                 --------------

                                                                        39,970
                                                                 --------------

Increase in cash during the period                               $      10,047

Cash, beginning of period
                                                                         6,977

Cash, end of period                                              $      17,024
                                                                 ==============


Supplemental disclosure of cash flow information
  Cash paid for:
     Interest                                                    $           -
                                                                 ==============

     Income taxes                                                $           -
                                                                 ==============



















                             SEE ACCOMPANYING NOTES
                                        5
<PAGE>






<TABLE>
<CAPTION>
                                MONACO GROUP INC.
                                -----------------
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
              for the period July 21, 2003 (Date of Incorporation)
                                to March 31, 2004
                             (Stated in US Dollars)
                              --------------------
                                   (Unaudited)


                                               Common Stock         Additional
                                               ------------           Paid-in      Accumulated
                                         Number       Par Value       Capital        Deficit         Total
                                      ------------   ------------   ------------   ------------   ------------
<S>                                     <C>          <C>            <C>            <C>            <C>
Capital stock issued - Note 5
   For services     - at $0.01          4,000,000    $     4,000    $    36,000    $         -    $    40,000
   For services     - at $0.10            175,000            175         17,325              -         17,500
   For cash         - at $0.10            271,500            272         26,878              -         27,150

Net loss for the period ended
December 31, 2003                               -              -              -       ( 83,378)      ( 83,378)
                                      ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2003              4,446,500    $     4,447    $    80,203    $  ( 83,378)   $     1,272

Net loss for the period ended
March 31, 2004                                                                        ( 17,096)      ( 17,096)
                                      ------------   ------------   ------------   ------------   ------------

Balanced, March 31, 2004                4,446,500    $     4,447    $    80,203    $ ( 100,474)   $  ( 15,824)
                                      ============   ============   ============   ============   ============
</TABLE>































                             SEE ACCOMPANYING NOTES
                                        6
<PAGE>






                                MONACO GROUP INC.
                                -----------------
             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      March 31, 2004 and December 31, 2003
                             (Stated in US Dollars)
                              --------------------
                                   (Unaudited)


Note 1    Nature and Continuance of Operations
          ------------------------------------

          The Company was  incorporated in the State of Delaware,  United States
          of America on July 21, 2003 and the fiscal year end is December 31. As
          a resultthere is no comparative period and no comparative  amounts are
          shown in the Statements of Operations and Cash Flows.

          The  Company's  business  is  brokerage,   sales,   merchandising  and
          distribution  of grocery and consumer  products  across Canada and the
          United  States of America to  independent  and chain  grocery  stores,
          discount   stores,   drug   stores,   convenience   stores  and  other
          distributors.

          These consolidated  financial statements have been prepared on a going
          concern basis. The Company has accumulated a deficit of $100,474 since
          inception.  Its ability to continue  as a going  concern is  dependent
          upon the ability of the Company to generate  profitable  operations in
          the  future  and/or  to obtain  the  necessary  financing  to meet its
          obligations  and repay its  liabilities  arising from normal  business
          operations when they come due.

          The Company has a working  capital  deficiency of $15,824 at March 31,
          2004  which is not  sufficient  to  support  current  commitments  and
          operations  and  planned  expansion  for the next twelve  months.  The
          outcome of these  matters  cannot be predicted  with any  certainty at
          this time.  The Company has  historically  satisfied  its capital need
          primarily by issuing equity securities or by borrowing from investors.


Note 2    Basis of Presentation
          ---------------------

          The  accompanying  unaudited  interim  financial  statements have been
          prepared  by  the  Company  in  conformity  with  generally   accepted
          accounting  principles  of  the  United  States  of  America.  Certain
          information and footnote  disclosures  normally  included in financial
          statements  prepared in accordance with generally accepted  accounting
          principles,  however,  have been condensed or omitted  pursuant to the
          rules and  regulations of the Securities and Exchange  Commission.  In
          the  opinion of  management,  all  adjustments  (consisting  of normal
          recurring  adjustments)  considered  necessary for a fair presentation
          have been  included.  The results of operations for the interim period
          ended March 31, 2004 are not necessarily  indicative of the results to
          be expected for the entire fiscal year ending December 31, 2004. These
          interim  financial  statements  should be read in conjunction with the
          audited  financial  statements  for the period ended December 31, 2003
          included  in the  Company's  Form SB-2 as filed and  amended  with the
          Securities and Exchange  Commission on March 18, 2004,  April 6, 2004,
          April 23, 2004 and May 5, 2004.








                                        7
<PAGE>




Monaco Group Inc.
Notes to the Consolidated Financial Statements
March 31, 2004 and December 31, 2003
(Stated in US Dollars) - Page 2
 --------------------
(Unaudited)


Note 3    Loans and Advances from Related Party
          -------------------------------------

          Loans from related party are due to a  shareholder  of the Company and
          are unsecured, bear interest at 10% per annum and are due within seven
          days of notice.  The Company  has been  provided a line of credit from
          this related party up to $20,000 on these terms.  The  shareholder has
          agreed to waive the interest charge up to March 31, 2004

          The  shareholder  has also  advanced an  additional  $21,565  which is
          unsecured, non-interest bearing and due on demand.

Note 4    Common Stock
          ------------

          Capital stock issued,  par value and additional  paid-in  capital have
          been retroactively  adjusted for a forward stock split approved by the
          Company on September  29, 2003,  allocating  nine more shares for each
          one share held.

          Pursuant to an Option  Agreement  dated July 23, 2003, the Company has
          an option to repurchase up to 90% of the common stock owned by certain
          directors  of the Company up to July 2004 and 75% of the stock to July
          2005 in the event they terminate their  employment as directors of the
          Company.  The stock may be  repurchased by the Company for 110% of the
          average amount paid for the stock to July 2004 and 120% to July, 2005.
          The total stock  applicable to this Option  Agreement are based on the
          number of shares  owned by those  directors of the Company on the date
          of their  termination.  At  December  31,  2003 and  March  31,  2004,
          directors  of the  Company  subject to the Option  Agreement  owned an
          aggregate of 2,240,000 common shares.




















                                        8
<PAGE>






Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

General
-------

The following discussion and analysis should be read in conjunction with, and is
qualified  in its  entirety  by, our  financial  statements  (and notes  related
thereto) appearing elsewhere in this report.

We are a developmental stage company  incorporated in Delaware on July 21, 2003.
We have two wholly owned subsidiaries,  Monaco (Canada) Inc., incorporated under
the laws of the  Province of Ontario on July 25,  2003,  and MG  Holdings  Inc.,
incorporated under the laws of the Province of Ontario on November 10, 2003.

In October 2003, we entered the grocery distribution  business in Canada through
our  subsidiary,  Monaco  (Canada).  Since that time,  we  purchased  brand name
grocery  products  manufactured by such companies as Coca Cola, Pepsi Co., Kraft
Foods, and Colgate-Palmolive  from suppliers on an order-by-order basis and sold
these  products  to a limited  number  of  wholesale  customers  in  Canada.  We
distributed products to these customers on an order-by-order basis. We currently
rely on a few major customers for all of our grocery distribution business.

Results of Operations
---------------------

First Quarter 2004
------------------

Revenues.  Product  revenues for the three months ended March 31, 2004  ("2004")
--------
were $35,068. As we were not incorporated until July 21, 2003, we cannot present
comparative information for the three months ended March 31, 2003 ("2003"). This
revenue is entirely  derived  from our grocery  distribution  business in Canada
through our  subsidiary,  Monaco  (Canada).  We expect  revenue from our grocery
distribution  business  to  increase  each  quarter in fiscal  2004,  as we gain
suppliers and customers.

Cost of Sales.  Cost of sales was  $33,788  in 2004  (96%,  as a  percentage  of
-------------
sales).  If our revenue  increases as we anticipate,  we anticipate that cost of
sales as a percentage of sales will decrease.

General and Administrative Expenses. General and administrative expenses totaled
-----------------------------------
$18,376 in 2004.  This total was primarily due to legal fees of $14,237,  mainly
related to the filing of a registration statement on Form SB-2.

Liquidity and Capital Resources
-------------------------------

As of March 31, 2004, we had a working capital  deficit of $15,824.  As of March
31,  2004,  our cash and cash  equivalents  increased  to $17,024 from $6,977 at
December  31,  2003.  Cash used in  operating  activities  amounted  to $29,923,
attributable to the net loss and increase in receivables.  Financing  activities
provided $39,970 from borrowing from a related party.

For the quarter  ended March 31, 2004,  the Company  posted a quarterly  loss of
$17,096. The Company expects to continue to operate at a loss while the business
grows, at least through fiscal 2004.

We have funded our financial needs from inception primarily through net proceeds
received  through  private sales of our  securities,  as well as borrowings from
related parties.




                                        9
<PAGE>






Related Party Transactions
--------------------------

On July 24, 2003, we entered into a Loan Facility  Agreement  with Burgio Family
Holdings Inc., our largest  stockholder.  This Loan Facility Agreement allows us
to borrow up to $20,000 at 10%  interest per annum on all amounts  advanced.  We
currently  have  borrowings of $20,000  under the loan.  The money is accessible
upon seven days notice to Burgio  Family  Holdings  Inc.  and is  unsecured  and
payable on demand upon 30 days written notice from Burgio Family Holdings Inc.

We have also borrowed an additional  $21,565 from Burgio Family  Holdings  Inc.,
which is unsecured,  non-interest bearing and due on demand. There is no written
agreement related to this loan.

Exposure to Market Risk
-----------------------

Our  exposure to market  risk for  changes in  interest  rates is low due to our
limited assets. Our borrowings bear interest at a fixed rate.

Plan of Operations
------------------

Over the next twelve months,  we plan to enter the food  brokerage  business and
further develop our distribution business.

As of March 31, 2004,  we had cash of $17,024 and we had borrowed  $20,000 under
our loan agreement with Burgio Family  Holdings,  our largest  stockholder,  and
received additional advances of $21,565. This loan agreement allows us to borrow
up to $20,000 at 10% interest.  Amounts outstanding under the loan agreement are
payable on demand upon 30 days written  notice from Burgio Family  Holdings Inc.
At March 31, 2004, our available funds totaled $17,024, from cash on hand.

At our current  limited level of  operations,  our available  funds could likely
satisfy our cash  requirements for the next twelve months.  However,  we plan to
increase our business in the next three to six months,  and will likely  require
additional funds to do so.

Specifically, in the next three months, we, through our wholly-owned subsidiary,
Monaco (Canada) Inc., plan to start  contacting  manufacturers  and suppliers of
food and consumer  goods in Canada and offer them our  brokerage  and  marketing
services  throughout  the  grocery  and  foodservice  industry  in an  effort to
establish a national  presence for those clients.  Our  management  will contact
these  manufacturers and suppliers through referrals or by cold calling. We will
also  offer  sales  and  merchandising   services  to  these  manufacturers  and
suppliers.  We  anticipate  that we will  generate  revenue  from our  brokerage
business by earning  commissions  and fees from the sale of the  products of our
clients to independent and chain grocery stores,  discount stores,  drug stores,
convenience  stores  and  other  grocery  and  foodservice  distributors.  These
activities  will require at least $10,000 for the  development  of brochures for
our brokerage  business and approximately  $20,000 for travel,  office supplies,
and other selling expenses.  In connection with these  activities,  we intend to
use existing cash or borrowings  under our loan agreement.  If we cannot finance
this activity with  available  cash,  then we will seek  alternative  sources of
funding,  including  loans  from  our  directors,   officers,  or  stockholders,
commercial or private lenders,  or credit from suppliers.  Without regard to the
                                                           ---------------------
existing loan agreement with Burgio Family  Holdings,  our largest  shareholder,
--------------------------------------------------------------------------------
there can be no  assurances  that loans will be  available  from our  directors,
--------------------------------------------------------------------------------
officers or  stockholders on favorable  terms, if at all.  Without regard to the
--------------------------------------------------------------------------------




                                       10
<PAGE>






existing loan agreement with Burgio Family  Holdings,  our largest  shareholder,
--------------------------------------------------------------------------------
there are no agreements  with any of our directors,  officers or stockholders to
--------------------------------------------------------------------------------
provide loans.
--------------

Over the  next  twelve  months,  we plan to  further  develop  our  distribution
business  in Canada,  through  Monaco  (Canada).  On July 24,  2003,  we hired a
consultant,  Tony Carbonara,  to compile  information  pertaining to the grocery
industry  and  prospective  suppliers.   During  the  next  twelve  months,  our
management  will contact  these  prospective  suppliers of grocery  products and
attempt to establish them as vendors. Our management will also attempt to expand
our customer  base by  continuously  offering  prospective  retail and wholesale
customers  the  grocery  products  sourced  from our  existing  and  prospective
suppliers at competitive prices. We anticipate that we will continue to generate
revenue  from the  distribution  of grocery  products to  independent  and chain
grocery  stores,  discount  stores,  drug stores,  convenience  stores and other
grocery and foodservice distributors. To expand the distribution business during
the next twelve months,  we expect to incur sales and marketing costs of $15,000
and general and administrative costs of $20,000 during this period. We intend to
finance these costs by using existing cash,  borrowings under our loan agreement
and profits generated from our distribution  business. If we cannot finance this
activity with available cash and the profits  generated from the distribution of
grocery products,  we will seek alternative sources of funding,  including loans
from our directors, officers, or stockholders, commercial or private lenders, or
credit from suppliers. Without regard to the existing loan agreement with Burgio
                       ---------------------------------------------------------
Family Holdings, our largest shareholder,  there can be no assurances that loans
--------------------------------------------------------------------------------
will be available  from our  directors,  officers or  stockholders  on favorable
--------------------------------------------------------------------------------
terms,  if at all.  Without  regard to the existing loan  agreement  with Burgio
--------------------------------------------------------------------------------
Family Holdings,  our largest  shareholder,  there are no agreements with any of
--------------------------------------------------------------------------------
our directors, officers or stockholders to provide loans.
---------------------------------------------------------

In connection with our increased distribution business:

     o    To purchase products from vendors to be held as inventory, we may need
          to raise  additional  funds.  It is unlikely that vendors will give us
          sufficient credit to fund significant  inventory.  Therefore,  we will
          need to use our available cash to finance inventory that is not funded
          by vendor credit.  If we do not have enough  available cash to finance
          inventory,  then we will need to seek alternative  sources of funding,
          including  loans from our directors,  officers,  or  stockholders,  or
          commercial or private lenders.
     o    To warehouse any products  held in inventory,  we will require the use
          of a  third-party  warehouse  to store such  products.  A  corporation
          controlled by our CFO and director,  Suzanne Lilly, currently provides
          warehousing  services  to us. This  corporation  has agreed to provide
          warehousing  services,  as  needed,  until  June 30,  2004 at no cost.
          Thereafter,  if we require the use of  warehousing  services from this
          corporation,  it would  provide  such  services,  on a per use  basis,
          inline with standard market rates. This corporation  currently charges
          its  customers  at a rate of $3.75 per pallet for  inbound,  $3.75 per
          pallet for outbound and $4.50 per pallet per month for storage.  If we
          do not have enough available cash to fund  warehousing  costs, we will
          need to raise  additional funds to pay for such warehousing by seeking
          alternative  sources of funding,  including  loans from our directors,
          officers, or stockholders, or commercial or private lenders.

Over the next  three to six  months,  we plan to  recruit  a staff of up to four
persons to focus on  procurement,  sales and  marketing,  administration  and to
assist  with the launch of our  business  and  thereafter  commence  selling our
products and services.  We plan to hire a purchasing agent and salespersons on a
commission-only  basis,  if  possible.  By doing  so, we could  avoid  using our
limited cash to pay salaries for these individuals. For salespersons,  we intend


                                       11
<PAGE>






to pay a commission  range of 0.5% to 3.0% of gross sales  depending on the type
of product  sold.  We believe  that this  level of  commission  will allow us to
recruit a qualified  salesperson,  yet retain a reasonable profit margin.  For a
purchasing  agent, we intend to pay a commission  range of 0.5% to 1.0% of gross
sales  depending on the type of product sold and the cost of product  purchased.
We believe  that this level of  commission  will allow us to recruit a qualified
salesperson,  yet retain a reasonable profit margin. An administrative  employee
hired by us would  likely be hired on an hourly basis for  approximately  $10 to
$15 per hour or  approximately  $20,000 to $30,000  per year.  We do not believe
that our current cash will be  sufficient to recruit a full  procurement,  sales
and  marketing,  and  administrative  staff.  We could  recruit  up to one staff
member,  likely an administrative  employee,  using available cash and borrowing
under our loan  agreement.  If we cannot  finance this activity  with  available
cash, then we will seek alternative sources of funding, including loans from our
directors, officers, or stockholders or commercial or private lenders.

Without regard to the existing loan agreement with Burgio Family  Holdings,  our
--------------------------------------------------------------------------------
largest  shareholder,  there can be no  assurances  that loans will be available
--------------------------------------------------------------------------------
from our directors,  officers or  stockholders  on favorable  terms,  if at all.
--------------------------------------------------------------------------------
Without regard to the existing loan agreement with Burgio Family  Holdings,  our
--------------------------------------------------------------------------------
largest shareholder, there are no agreements with any of our directors, officers
--------------------------------------------------------------------------------
or stockholders to provide loans.
---------------------------------

During the next twelve months, we also intend to acquire local and regional food
brokerage companies in the United States and Canada.  Potential target companies
must have strong account service relationships,  complementary product lines and
compatible  financial  strengths.  Acquired companies will likely be held by our
subsidiary,  MG  Holdings  Inc.  We hope to find a suitable  company or suitable
companies within the next twelve months,  however we have not yet identified any
companies  that meet our criteria,  and we do not have a specific  timetable for
acquisitions.   Acquisitions  will  require  significant   financial  resources.
Available  cash will not be  sufficient  to fund  acquisitions.  We would likely
finance  acquisitions with loans from commercial or private lenders.  We are not
certain that we will be able to obtain such financing to fund any  acquisitions.
As of May 24, 2004, we have not identified any prospective acquisitions.

Adequate funds may not be available when needed or on terms acceptable to us. In
the event that we are not able to obtain  additional  funding on a timely basis,
our business may fail or we may be required to limit any proposed operations.

                           FORWARD LOOKING STATEMENTS
                           --------------------------

Certain matters discussed or referenced in this report, including expectation of
increased  revenues and  continuing  losses,  our  financing  requirements,  our
capital  expenditures  and our  prospects  for the  development  of our  grocery
distribution  business,  are forward-looking  statements.  Other forward-looking
statements may be identified by the use of  forward-looking  terminology such as
"may",  "will",  "expect",  "believe",   "estimate",   "anticipate",   "intend",
"continue",  or similar terms,  variations of such terms or the negative of such
terms. All forward-looking  statements speak only as of the date of this report,
and we expressly  disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking  statements contained in this report
to reflect any change in our expectations  with regard to such statements or any
change in events,  conditions or  circumstances  on which any such  statement is
based. Although such statements are based upon our current expectations,  and we
believe  such   expectations  are  reasonable,   such   expectations,   and  the
forward-looking  statements  based on them,  are subject to a number of factors,
risks and uncertainties that could cause our actual results to differ materially
from  those  described  in  the  forward-looking  statements,   including  those
described  below and in our  other  filings  with the  Securities  and  Exchange
Commission.





                                       12
<PAGE>






ITEM 3 - CONTROLS AND PROCEDURES
--------------------------------

(a) Evaluation of Disclosure Controls and Procedures.  Management, including the
Chief  Executive  Officer  and  Chief  Financial  Officer,   have  conducted  an
evaluation of the effectiveness of disclosure  controls and procedures  pursuant
to Exchange Act Rule 13a-14(c) and 15d-14(c).  This  evaluation was conducted as
of March 31, 2004.  Based on that  evaluation,  the Chief Executive  Officer and
Chief Financial  Officer  concluded that the disclosure  controls and procedures
are effective in ensuring that all material  information required to be filed in
this  quarterly  report has been made known to them in a timely  fashion.  There
have been no significant  changes in internal  controls or in other factors that
could  significantly  affect internal controls  subsequent to the date the Chief
Executive Officer and Chief Financial Officer completed their evaluation.

(b) Changes in Internal  Control Over Financial  Reporting.  Our Chief Executive
Officer  and  Chief  Financial   Officer  have  indicated  that  there  were  no
significant  changes  in our  internal  controls  or other  factors  that  could
significantly  affect such controls  subsequent to the date of their evaluation,
and there were no such control  actions with regard to significant  deficiencies
and material weaknesses.


ITEM 5 - OTHER INFORMATION
--------------------------

There were no material  changes to the procedures by which security  holders may
recommend nominees to the registrant board of directors.


































                                       13
<PAGE>






                          PART II -- OTHER INFORMATION
                          ----------------------------

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

(a)  Exhibits

31.1.     Rule 13a-14(a) Certification of Chief Executive Officer

31.2.     Rule 13a-14(a) Certification of Chief Financial Officer

32.1.     Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
          1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.

32.2.     Certification  of  Chief  Financial  Officer  Pursuant  to  18  U.S.C.
          section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

(b)  Reports on Form 8-K

None.


                                   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: May 24, 2004


                                                /s/ Suzanne Lilly
                                                ---------------------------
                                                Suzanne Lilly
                                                Chief Financial Officer
                                                (Principal Financial Officer)

                                                Date: May 24, 2004















                                       14
<PAGE>






                                  Exhibit Index
                                  -------------

31.1.     Rule 13a-14(a) Certification of Chief Executive Officer

31.2.     Rule 13a-14(a) Certification of Chief Financial Officer

32.1.     Certification  of  Chief  Executive  Officer  Pursuant  to  18  U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

32.2.     Certification  of  Chief  Financial  Officer  Pursuant  to  18  U.S.C.
          section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.
















































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