Exhibit 3.2.1
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            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                                MONACO GROUP INC.

The  undersigned  President of MONACO GROUP INC., a  corporation  organized  and
existing  under  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  "FOURTH" so that,  as amended,  said
Article shall be and read as follows:

          FOURTH:

          A.   This  corporation  is authorized to issue two classes of stock to
          be designated, respectively, "Common Stock" and "Preferred Stock." The
          total number of shares which the corporation is authorized to issue is
          nineteen million  (19,000,000)  shares.  Fifteen million  (15,000,000)
          shares shall be Common Stock,  each having a par value of one-tenth of
          one cent ($.001).  Four million  (4,000,000) shares shall be Preferred
          Stock, each having a par value of one-tenth of one cent ($.001).

          B.   The  Preferred  Stock may be  issued  from time to time in one or
          more series. The Board of Directors is hereby expressly  authorized to
          provide  for the issue of all or any of the  shares  of the  Preferred
          Stock in one or more  series,  and to fix the  number of shares and to
          determine or alter for each such series,  such voting powers,  full or
          limited, or no voting powers, and such designation,  preferences,  and
          relative,   participating,   optional,   or  other   rights  and  such
          qualifications,  limitations,  or  restrictions  thereof,  as shall be
          stated and expressed in the resolution or  resolutions  adopted by the
          Board of  Directors  providing  for the issuance of such shares and as
          may be permitted by the DGCL. The Board of Directors is also expressly
          authorized  to increase or decrease the number of shares of any series
          subsequent to the issuance of shares of that series, but not below the
          number of shares of such series then  outstanding.  In case the number
          of shares of any series  shall be  decreased  in  accordance  with the
          foregoing sentence, the shares constituting such decrease shall resume
          the  status  that they had  prior to the  adoption  of the  resolution
          originally fixing the number of shares of such series.

          C.   Each  outstanding  share of Common Stock shall entitle the holder
          thereof  to  one  vote  on  each  matter  properly  submitted  to  the
          stockholders  of the corporation  for their vote;  provided,  however,
          that,  except as  otherwise  required by law,  holders of Common Stock
          shall not be entitled to vote on any amendment to this  Certificate of




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          Incorporation  (including any  certificate  of designation  filed with
          respect to any series of Preferred  Stock) that relates  solely to the
          terms of one or more  outstanding  series  of  Preferred  Stock if the
          holders of such  affected  series are entitled,  either  separately or
          together as a class with the holders of one or more other such series,
          to  vote   thereon  by  law  or  pursuant  to  this   Certificate   of
          Incorporation  (including any  certificate  of designation  filed with
          respect to any series of Preferred Stock).

SECOND:  That said amendment was duly approved and adopted by written consent by
the  holders  of a  majority  of the  issued  and  outstanding  shares  of  this
corporation's $0.001 par value common stock 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 Peter Nelipa, an Authorized Officer, this 16th day of August, 2004.


By:  /s/ Peter Nelipa
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     Peter Nelipa
     President