SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GUEZ PAUL

(Last)

(First)

(Middle)

C/O AZTECA PRODUCTION INTERNATIONAL

5804 EAST SLAUSON AVENUE

(Street)

CITY OF COMMERCE

90040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INNOVO GROUP INC [ INNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2005		S		41,100	D	$3.48	1,408,900	I	see note⁽¹⁾
Common Stock	02/02/2005		S		800	D	$3.49	1,408,100	I	see note⁽¹⁾
Common Stock	02/03/2005		S		5,000	D	$3.57	1,403,100	I	see note⁽¹⁾
Common Stock	02/03/2005		S		20,000	D	$3.58	1,383,100	I	See note⁽¹⁾
Common Stock	02/03/2005		S		5,000	D	$3.6	1,378,100	I	see note⁽¹⁾
Common Stock	02/03/2005		S		5,000	D	$3.7	1,373,100	I	see note⁽¹⁾
Common Stock	02/03/2005		S		5,000	D	$3.74	1,368,100	I	see note⁽¹⁾
Common Stock	02/03/2005		S		496	D	$3.8	1,367,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.01	1,362,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		2,500	D	$4.02	1,360,104	I	see note⁽¹⁾
Common Stock	02/04/2005		S		10,000	D	$4.04	1,350,104	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.05	1,354,104	I	see note⁽¹⁾
Common Stock	02/04/2005		S		7,500	D	$4.06	1,337,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.07	1,332,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.1	1,327,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.11	1,322,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.15	1,317,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		10,000	D	$4.2	1,307,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.22	1,302,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		25,000	D	$4.25	1,277,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.26	1,272,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.27	1,267,604	I	see note⁽¹⁾
Common Stock	02/04/2005		S		7,500	D	$4.29	1,260,104	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.31	1,255,104	I	see note⁽¹⁾
Common Stock	02/04/2005		S		10,000	D	$4.32	1,245,104	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,650	D	$4.33	1,239,454	I	see note⁽¹⁾
Common Stock	02/04/2005		S		4,450	D	$4.34	1,235,004	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.37	1,230,004	I	see note⁽¹⁾
Common Stock	02/04/2005		S		5,000	D	$4.38	1,225,004	I	see note⁽¹⁾
Common Stock								2,693,318	I	see note⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Mr. Paul Guez exercises the sole power to direct the voting and disposition of these shares held for the account of Integrated Apparel Resources LLC ("Integrated"), an entity jointly owned by Paul Guez and Hubert Guez, but which Paul Guez has the sole power to direct the voting and disposition of these shares.

2. Mr. Paul Guez also exercises the sole power to direct the voting and disposition of the following shares: (1) 285,714 shares held for the account of SHD Investments LLC, an entity which Mr. Paul Guez serves as its Pres., (2) 2,200,000 shares held for the account of Azteca Production International Inc., an entity jointly owned by Mr. Paul Guez and Hubert Guez, but which Paul Guez has the sole power to direct the voting and disposition of such shares, (3) 207,604 shares held for the account of Commerce Investment Group LLC, an entity jointly owned by Mr. Paul Guez and Hubert Guez, but which Paul Guez has the sole power to direct the voting and disposition of such shares. Mr. Paul Guez disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein and the filing of this statement shall not be deemed to be an admission that Paul Guez is the beneficial owner of any securities not held directly for his accounts for purposes of Section 16.

	/s/ Paul Guez	02/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.